The Organization Phoenix
by KitCloudkicker52885
Summary: This is the ultimate Disney Afternoon crossover! Along with new characters-Mathew Cloudkicker as Kit Cloudkicker's Dad and his twin brother, Chris Cloudkicker!
1. Chapter One: The Red Sea Duck

**Disclaimer: I do not own Talespin! Now that that is out of the way, cue to theme music!**

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_Spin it! _

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_Let's begin it._

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Oh-ee-yoh, TaleSpin! _

_Friends for life, through thick and thin  
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Oh-ee-yoh, Tale Spin! _

_All the trouble we get in  
With another tale to spin_

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_Oh-ee-yeah, oh-ee-yeah  
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Oh yeah, oh yeah!_

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_Spin it!_

_Let's begin it, _

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You can win it in a minute when you spin it, spin it, spin it!_

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_So spin it!_

_TaleSpin!_

* * *

** Chapter One**

** The Red **_**Sea Duck**_

Out in the middle of nowhere above the ocean, a group of warplanes were firing down on a yellow Conwing L-sixteen seaplane called the _Sea Duck, _which flew in circles through the air, trying to avoid the repeating shootings of Don Karnage and his gang of Air Pirates that were hot on their tail,

"Hang on, Lil Britches!" yelled the pilot of the _Sea Duck_, a big gray bear named Baloo. He swirled the _Sea Duck _through the air, avoiding the repeating bullets that were coming their way. "Next time Becky has a shipment of jewels, she can find another pilot that'll take the risk of being attacked by Air Pirates!" Baloo looked longingly at the red button over his head, this button activates the overdrive but sadly, it does not work anymore. He grabbed the microphone of the radio. "Mayday, mayday, this is Baloo of the _Sea Duck_, we're being attacked by pirates!"

"What's your coordinate, _Sea Duck_?" responded a voice.

"Uh… What's our coordinate, navigator?" Baloo asked Kit, a small brown bear cub, who was wearing a green sweater with a blue and red baseball cap, which he wore backward.

"Forty miles southwest of Louie's Place," Kit replied, hurriedly reading his map and compass. And then, glancing up from his reading, he cried out: "BALOO, WATCH OUT!"

They were heading straight to a mountain-like pillar that stood from the ocean below and they were about to crash into it.

"YOWL!" cried Baloo as he pulled back on the flight stick with all of his might. The nose of the _Sea Duck _was turned upward toward the clouds, climbing up the side of the mountain. "Whew!" Baloo sighed with relief. "That was too close for comfort."

A loud _BOOM_ from below confirmed that one of the stupid pirates, Mad Dog has crashed into the mountain and then—_SPLASH!_ He and his warplane went plunging into the sea.

"Our coordinate is forty miles southwest of Louie's Place!" Baloo cried into the radio.

"Ten-four, I'm on my way,"

As they waited for the rescue person to come, they continued to swirl and evade the Air Pirates. They did not dare fly straight and make themselves an easy target for the Air Pirate. So they swirled and zigzagged, avoiding most of the oncoming rain of bullets

"Cape Suzette is an hour away, we'll never make it in time!" cried Kit, abandoning all hope.

"This is Don Karnage here, speaking to you with my voice." Don Karnage spoke through their radio. "Surrender your jewels or be shooted down! I am sure the sharks are very hungry, yes-no?"

Baloo picked up the speaker and said. "Sorry, Karny, no can do. My boss will skin me alive if something happened to these jewels."

"Ooh, don't ever call me that!" Karnage growled. "You make me very angry! Well…I happen to noticed, Baloo, that you have that little runt with you, I'm sure you wouldn't want that boy to come to an unfortunate accident..."

Baloo growled angrily. "Listen here, _Karnage_, you leave Kit out of this, ya got that?"

"Ooh, temper, temper Baloo," Karnage taunted. "I will leave the boy alone in exchange for the jewels. So, what's it going to be, hmm?"

Baloo glanced sideways at Kit, the boy who means the world to him; he would even give up the _Sea Duck _for him.

Kit was sitting there, looking depressed and sitting low in his seat, his head bowed and his face hidden by the shadow of his cap. He hated Karnage using him as bait against Baloo like that. He could not help but to feel like a burden to Baloo. In his mind, he knew it was not true but it still felt like he was.

Just as Baloo was about to give up the jewels, a red blur shot pass them, the _Sea Duck_ vibrated as it passed over them with supersonic speed.

"What was that?" asked Baloo, staring around for it, and then he saw it.

A red blur circled around the gang of shooting pirates, making them so dizzy that they flew their planes into the ocean below.

_Splash, splash, splash, splash_, one by one, the Air Pirates, including Don Karnage, plunged into the sea.

"Who is that?" gasped Karnage as he looked up from his plane, floating in the gently in the watery waves.

The red blur suddenly dropped its supersonic speed and red Conwing L-sixteen seaplane with orange flaming stickers on the front and on its wings came into view. Baloo gasped when he saw it.

"Kit, is that another Conwing L-sixteen?"

Kit looked at it, the plane was different in colors and style, but it was the exact replica of the _Sea Duck_ in shape and design.

"Yeah, it is…" said Kit, looking at the plane in awe.

"Are you guys okay?" a voice asked from the radio, the same voice that has answered their distress call.

"Hey-hey." Baloo said cheerfully, talking into the microphone of the radio. "That was some flyin' you did, man. We're okay, but man oh man, do we owe you big time!"

"What is your name again, pilot?"

"The name's Baloo, the best pilot in the skies." Baloo said braggingly.

"Uh-uh, sure." The person replied with sarcasm in his voice, which caused Baloo to glare at the red, flame-style _Sea Duck_ replica through the windshield.

"Look," Baloo said defensively. "I would've clobbered those pirates if I wasn't concerned about my navigator, I didn't want him to get hurt."

"Baloo, let's land so we can meet each other, face-to-face."

And with that, the red flaming _Sea Duck _replicalowered down toward a nearby island and landed.

Baloo brought the _Sea Duck_ down to land next to the other plane.

The door of the red plane opened and a brown bear wearing a dark-brown pilot jacket and blue jeans hopped out. He was tall, thin and handsome with a red pilot scarf around his neck.

He tied his plane to a coconut tree and walked over to the _Sea Duck _where Baloo and Kit were getting out. He walked up to Baloo and held out a hand for Baloo to shake.

"It's nice to meet you, Baloo. The name's Mathew."

"Nice to meet ya, too Mathew." Baloo replied. "This here is Kit, my navigator." He said, placing a hand proudly on Kit's shoulder.

Mathew stared at Kit for a long moment, making Kit slightly uncomfortable.

"Your plane is a beauty." Baloo complimented, oblivious to Kit's slight discomfort. "It's just like the _Sea Duck_, even got the Super Flight One Hundreds and the Overdrive! It's not every day that I see another Conwing L-sixteen like the _Sea Duck_. What do you call her?"

"The_ Phoenix_," said Mathew, still staring fixedly at Kit, taking in every detail of his features. He forced himself to look at Baloo after spotting the nervous look on Kit's face. "What do you call your plane?" he asked, forgetting that he already knew what the plane was called.

"I call her the _Sea Duck_," Baloo replied, leaning over to kiss the side of the yellow plane.

"Nice name for a plane," Mathew stated. "So where are y'all heading?"

"We're headin' home, to Higher for Hire in Cape Suzette."

Mathew seems interested as he stole another glance at Kit. "The cargo delivery service?"

"Yea." Baloo said.

"Is there a job available there?"

"Dunno; you'll have to talk to Becky if you come by."

"Okay, how about you lead the way to Higher for Hire, and I'll follow."

"Now just hold on, we just met you, how'd ya expect us to guide you to our home on such short notice?

"Baloo…" Kit whispered, pulling on Baloo's pilot jacket. "This guy just saved our lives; don't you think we owe him a favor? Beside, there's something about this guy, I can't put my finger on it, but something about him is familiar to me."

"Well," said Baloo, slowly, glancing at Mathew and saw that his face was almost similar to Kit's. "He does kinda look like you, Lil Britches. Could you guys be related?"

"You guys know I can hear you, right?" asked Mathew. "These ears do more than just frame my face, you know."

"You look just like Kit," said Baloo, now looking at Mathew as if seeing him in a whole new light. "So we're wondering if you two are related."

Mathew looked down at Kit. "Is your last name Cloudkicker, son?"

"Yeah," Kit said, looking a little tensed, not knowing what to expect.

"Then yes, we are related." Mathew said, and without warning, he scooped Kit up in his arms and gave him a big bear hug.

"Hey! Put me—" protested Kit, but then he went quiet. He felt safe and warm in this bear's arms. He relaxed and returned the embrace.

"Kit, from what I've heard of you, you're a smart kid. So think you can figure out who I am?" Mathew asked with a warm smile, gently stroking Kit's head.

Kit leaned back a little in the bear's arms for a good look at his face. His facial features and hairstyle were all similar to Kit's. And then it hit him!

"D-Dad?" he asked uncertainly.

Mathew smiled broadly. "That's my boy, I knew you'd figure it out. You got your mother's brains. She was a whole lot smarter than I."

Kit stared long and hard at him until he could no longer deny the fact that they resembled each other too much for it to be trickery or a lie.

"DAD!" Kit shouted with joy and tears in his eyes. He threw his arms around Mathew's neck and hugged him very tightly. "Dad," he sobbed. "Where have you been all this time?"

Mathew Cloudkicker sighed and looked over at Baloo who stood there, awestruck, his eyes wide and his mouth hanging open.

"I hope we got time for a story, because this one is a long one." He sat down on a rock and sat Kit on his laps. Kit still had his arms around his Dad as though unwilling to let go.

"Wait a minute, if you're Kit's Dad, then why was he considered an orphan?" asked Baloo.

"Baloo, sit down, I'll explain everything." Looking down at Kit, he said. "Kit, please do not ever think that I didn't want you. I love you so much, kiddo." His arms squeezed around Kit affectionately. Kit seems to like that as he was wearing a teary smile. "You were left in an orphanage shortly after your mother died. I was doing cargo runs at the time and did not know your mother had you so soon. If I have known, Kit, I would have been there to collect you and take you home. But since I wasn't there, those _pea-brain _doctors assumed your mother was single and they had no one else to contact. So they sent you to an orphanage. I broke the doctor's nose when I found out."

"Oh man, you showed him!" Baloo laughed. "That's what I would've done if they took Kit away from me without my knowing about it."

"Trust me, Baloo, I know you would." Mathew said with a grin, and then he focus his attention back on Kit. "Kit, I've spent the last twelve years looking for you, searching the skies, the seas and lands for you, but with no success. I didn't give up though. And then…Well let's step into the _Phoenix_, I'll show you."

He stood up and moved toward the red plane, holding Kit in his arms and stepped into the cargo area. Kit gasped, the walls were covered with posters of himself as Captain Kit Cloudkicker: Ace of the Skies when he performed dangerous cloudsurfing stunts at Daring Dan Dawson's Daredevil Air Show. The words "_KIT CLOUDKICKER_" was captioned on every poster.

"I watched one of those shows, I gotta admit you did really good as you inherited my cloudsurfing talents, but the way you were doing it weren't safe, even I'd never done them unless I had to. You're lucky Baloo here came and saved you. I knew then that you were my long lost son."

"Oh, Dad." Kit liked his Dad more and more. "Why did Mom died?"

Mathew's face saddened a bit. "Son, your Mom died after giving birth to you."

Kit bowed his head in grief.

"Kit, tell me, what have you been doing all these years?"

Kit gulped, not wanting to tell the tale.

Mathew hugged Kit even more deeply, causing Kit to feel the love he had desperately wanted for eleven years, up to the point where he met Baloo and Rebecca, they made him feel loved and wanted, but he has never known what it felt like to be loved and hugged by his own Dad. Now that he had experienced it, he realized that he has similar feelings toward Baloo, Baloo has been the closest thing to a Dad he has ever known, so even though he now met his Dad, he will still consider Baloo his Papa Bear.

"Kit," Mathew said, cupping Kit's chin up. "No matter what you've been through, I want to hear it."

"Uh, Mathew, Kit isn't comfortable about talking about his past." Baloo said from the cockpit, admiring the control panels.

Sighing in defeat, Mathew looked Kit in the eyes and said. "It's okay, you don't have to tell me, if you don't want to, but I'd really like to hear it."

"Have you really been looking for me?" Kit asked in a '_I-can't-believe-this-is-really-happening_' sort of voice. "Even after all these years?"

"Of course, Kit. I would have search for twenty more years until I found you! So tell me, do the people at Higher for Hire treat you okay?" Mathew asked.

"Yeah, Dad, they're the best! Baloo let me fly his plane a few times!"

"Did he, now?" Mathew turned, carrying Kit to the cockpit of his plane.

"Hey, Baloo, why don't you go on to Cape Suzette and I'll follow you."

"Okay, as long as Kit rides with me." Baloo said, he wanted to get to know the guy a little more before trusting him with his navigator.

There was a pained look in Mathew's face as he put Kit down. He knew Baloo had his best interest in Kit, but it was nevertheless painful for him to let Kit go after a twelve-year long search for him.

"Okay, he rides with you," he said, very reluctantly.

"Okay, come on, Lil Britches." Baloo and he walked out of the _Phoenix_ and entered the _Sea Duck._

"Bye Dad, race ya to Cape Suzette!" yelled Kit as he dashed out of the _Phoenix._

"Heh-heh, you're on, kid." Mathew chuckled. _Even if I give them a head start, I'll still beat them with overdrive._

"And no overdrive!" Kit yelled to him from a distant.

Mathew almost fell over in anime style. _Heh, I should have known… he is my son after all, and he's smart like his mother… _

The _Sea Duck_ took off into the air and the _Phoenix_ followed.

Back at Higher for Hire, the phone was ringing off the hook. Rebecca Cunningham answered the call.

"Higher for Hire, how may I help you? –WHAT? ...You don't have your jewels yet? Well, I'm sorry, I'm sure my pilot is on the way…" Just then, she heard the _Sea Duck_ approaching and she groaned. "I'll call you back." She then hung up the phone and marched out of the office. "BALOO! You got some explaining to do, buster!" She yelled, going up to Baloo and jabbing him in the chest with a finger. "Why haven't you delivered those jewels?"

"Hey, lay off, lady. You're lucky I didn't lose them this time." Baloo said indignantly. "Oh, and another thing, Beckers, I'm never shipping jewels in my plane again, those Air Pirates nearly had Kit and me cornered like cat on a mouse!"

"Oh, not another one of your lame pirates stories again! And don't drag Kit into this! Keep this up, Baloo, and you're fired."

"But Miss Cunningham," protested Kit. "He's telling the truth, he barely managed to get away from them."

Rebecca was about to say something when she heard another plane approaching. Looking up, she saw the red flaming replica of the _Sea Duck_.

"Who's that?" she asked.

"That's my Dad!" Kit answered excitedly, running off to the place where the plane was docking.

Rebecca blinked as she stared after Kit. "His…_Dad_?" she watched as Kit ran up to a tall bear with some similarities to Kit.

"Yeah, Beckers, he's the one who saved our hides from those Air Pirates." Baloo said before following Kit to the _Phoenix_.

Mathew stepped out of the _Phoenix_ and was greeted by Kit, who jumped into his arms.

"Hey, Lil Buddy." Mathew said as he held Kit in his arms, giving the bear cub a hug.

Rebecca slowly stepped up to the father and son duo, looking Mathew up and down.

"M-Mathew?" Rebecca stared at him in disbelief. "Is that you?" _How could I have missed it? No wonder Kit is so nice, even after a year of being with those Air Pirates! He's Mathew's son!_

"Rebecca McDonalds?" Mathew said, staring at her with a surprised look on his face.

"It's Rebecca Cunningham now, but yes it's me."

Mathew laughed. "You haven't changed a bit!"

"Nor have you, well except you're a few inches taller." Rebecca replied.

Kit looked from Rebecca to his Dad and back again. "Uh, do you two know each other?"

"Know each other?" laughed Mathew. "We were dating back in high school!"

Kit glared at Rebecca. "You knew my Dad and you never told me?"

"Uh! I'm such an idiot." Rebecca said, smacking herself on the head. "Kit, I'm sorry, I didn't know. I don't know why I didn't see the resemblance before now, it's so obvious! You look just like him! You're sweet and caring, just like… him. Oh, I'm so stupid!"

"Hey, take it easy Rebecca." Mathew said, sounding a little bit like Baloo. "We haven't seen each other in sixteen years, how were you supposed to know that I had a son? I was eighteen when we were dating, I got married when I was twenty and when Kit came along, I was twenty-two."

"How did you lose Kit, did you lost him in the park?"

Mathew's face saddened, which made Rebecca regretted asking that question.

"No, Rebecca. Lilly, my wife, died after giving birth to Kit, she lived just long enough to hold Kit and cuddle him. With her last breath, she named him Kit..." Mathew didn't go any further; it was too painful for him to talk about."

"Oh, Mathew, I'm so sorry." Rebecca said, looking sad.

"It's okay, you didn't know."

"Well, since you found Kit after a twelve-year search, are you going to take him away?" Rebecca asked, she would hate to see Kit go, but at least he would be with his Dad and get to know him.

"Uh, actually…" Mathew said, and Rebecca remembered that tone; he had used it every time he was on the verge of asking for a favor or for cash, but he was very modest and humble about it. "Can I talk to you inside for a moment?"

"Um, sure." Rebecca replied, leading the way to her office.

Mathew put Kit down on his feet. "Hey, Lil Buddy, why don't you go sit in the _Phoenix_ and try her out, just don't turn on the engine, okay?"

"Okay, Dad." Kit replied, smiling brightly. And he took off running to the _Phoenix_. He hopped into the pilot's seat and played with the flight stick, pretending he was flying.

Back in Rebecca's office, Rebecca seated herself behind her desk in a business-like manner and faced Mathew across the desk, who took a seat opposite her.

"So, what do you want to talk about?" asked Rebecca.

"W-well…i-it about Kit." Mathew stammered nervously.

"No need to be nervous, Mathew. Now speak freely, what about Kit?"

"Is he happy here?"

"Yes, he is."

"It's for the best then." Mathew said, more to himself than to Rebecca.

"What's for the best?" Rebecca asked curiously.

"Well, if Kit's happy here, I wouldn't want to take him away from here, it's his home…And if it's okay with you, I'd like to make Kit's home my home too, beside, I've seen how he bonded with Baloo, they're good buddies, and I wouldn't want to separate them…"

"You want to live here so you can be with Kit." Rebecca stated, wanting to get to the point of this conversation.

"Yes, I do." Mathew said, looking relieved that Rebecca caught on so quickly.

Rebecca chuckled. "I don't see why not, of course you can stay. Kit would love that."

"Thanks Rebecca, and uh, there's something else…"

"Oh? And what is it?"

"I-I need a job, is there a job available?"

"Hmm…" Rebecca said thoughtfully. "Not that I can think of…"

"Rebecca, if I may, can I suggest making me your second pilot? I mean, that way Higher for Hire can stay open twenty-four/seven. Baloo and I could take turns with the day and night shifts, if necessary."

"Hmm, I don't like the idea of either of you flying at night, but on the other hand, it would do wonders to my business. But Kit can't go with you at night, he got school and he only navigates for Baloo in the afternoon."

"I understand, beside, I don't need a navigator, from my twelve-year long search for Kit, I know the world like the back of my hand. I know where all the places are, even at night time."

"Okay then, Mathew Cloudkicker, you're hired. Welcome aboard."

Rebecca and Mathew stood up and shook hands over the desk.

"Now, Mathew, I may not own your plane, but Higher for Hire will pay for repairs and fuel and everything else it needs to keep it going so you can make those deliveries."

"Okay, thanks for the job, Rebecca. Oh, wait till I tell Kit the good news."

"Mathew," Rebecca called before he reached the door. "If you need a place to stay, there's a spare bedroom upstairs."

"Okay, thanks!" Mathew said with a happy grin, "Everything's falling right into place."

And with that, he left the building to spend time with Kit in the _Phoenix._

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**Author's Note:  
****  
I hope you guys enjoy this story. Please review or comment.**

***August 12. 2011,* this chapter has been edited/modified for some improvement. I will be going through all of my old chapters to improve them and make corrections here and there, afterward I may set to work on writing a new chapter.**

**I'd like to apologize to all readers for leaving you hanging since 2009, I'm so sorry. I took a break from writing and then started other projects and never got back to this story until recently. Since I feel a little out of touch with this story, I'm going to reread and edit it one chapter at a time. **


	2. Chapter 2

**Disclaimer: I do not own Talespin.**

**Chapter Two**

That evening, Kit's keen sense of smell was leading him to the kitchen as his nose had detected a wonderful smell. He could not remember ever inhaling a smell that wonderful at Higher for Hire. He floated down the stairs and glide over to the kitchen, the steam of the wonderful smell pulling his nose along the way.

Kit hovered above a chair at the table before dropping into it. The moment he fell into the chair, he snapped out of his dreamy trance, looked around and saw his Dad pulling something out of the oven.

Mathew straightened up and turned, holding a lasagna pan in his hands. Kit had to suppress a laugh with difficulties as his Dad was wearing a pink, flowery apron over his pilot jacket, he covered his mouth with a hand, but a few giggles still managed to escape his lips.

Mathew looked at Kit with an understanding smile. "Yes, this apron is rather girly, but it's the only one I found, so I had no choice."

"I don't care, you're still my Dad." Kit said with a smile. He moved over to Mathew as he set the lasagna on the table and hugged his Dad. "I love you, Dad."

"Back at ya, kiddo," said Mathew with a smile, stroking Kit's head affectionately. "I hope you like lasagna, sports."

Kit exclaimed happily. "That's my favorite meal!"

"I had a feeling that it might be." Mathew said with a grin. "It's my favorite too. Now, go tell Baloo and Wildcat to come in for dinner."

"Knowing Baloo, there won't be any of this left after tonight." Kit said, gesturing at the lasagna.

Mathew chuckles. "Don't worry; I came prepared," he said, walking over to the stove and opening the oven, revealing a second pan of lasagna in there. "He can have this whole thing while you, me and Wildcat have the first one."

Kit chuckles. "That'll work." And he dashed off to tell the others that dinner was ready.

A moment later, Baloo came floating toward the table with a dreamy look on his face just as Kit has done a few minutes ago.

"Mm-mm, what is that wonderful smell?"

"Lasagna," Mathew replied, setting the garlic breadsticks on the table along with a bowl of salad. "Uh-uh." He smacked Baloo's hand as he made a grab for the lasagna on the table. "That's for me, Kit and Wildcat. Yours is in the oven." Just then, the timer dinged. "Hmm, perfect timing, Baloo, yours is ready…Heh-heh."

Baloo just gave him a resentful look as he rubbed the back of his hand.

Fifteen minutes later, they had finished eating a delicious meal.

"Hmm…" said Baloo, smacking his lips as he ate the last bite. "That was great and you're not bad of cook, where did you learn to cook like that?"

"It's one of my many talents, along with flying and cloud-surfing, I guess." Mathew shrugged. "I was a chef in the navy at one time."

Kit's eyes grew wide. "You were in the navy?"

Mathew laughed and rubbed Kit's head, causing his cap to slide down to his eyes.

"Yeah, kiddo. I learned to fly like I do from the navy, although part of how I fly comes from having a great plane and talent."

"Wow…" Kit said in awe, pushing his cap back into position.

"When were you in the navy?" asked Baloo, patting his great belly.

"I joined the navy in the hopes of improving my piloting skills when I was nineteen and I served three years there." Mathew said. "I was a pilot, I cleaned the decks and I was a chef."

"Did anything exciting happen when you were in the navy?" Kit asked eagerly.

"Of course, I've had a lot of excitements in my days in the navy." Mathew said with a smile of pride. "I even had the pleasure—or should I say the _misfortunate _of meeting Don Carnage."

"You've met Don Carnage?" Kit was hanging onto his Dad's every words.

"Yeah," said Mathew, there was a glare in his eyes as he continues: "Met him on the first mission, which was before I learned to fly like an ace, he and his pirates shot both of the engines and brought me down. Carnage then got onboard and held me against the wall with that sword of his, and his pirates took all the cargos while he stood there, telling me about his 'wonderful self', still pointing his sword at me."

"The _Phoenix_ got shot down?" asked Kit, he like that plane as well as the _Sea Duck_ and he hates the thought of either planes being shot down.

"Oh no, that was before I brought the _Phoenix_, although the encounter with the Air Pirates is the reason why I customized the _Phoenix_ with Super flight one hundred engines along with a turbo engine I call 'overdrive.' I brought the _Phoenix_ two years after you were born, before then I've flown something similar to Shere Khan's aircrafts."

"Was the _Phoenix_ red when you brought it?" asked Baloo.

"Yes it was, the flaming stickers are something I added to it to make it look more like the _Phoenix_."

"Ah, there you are, Mathew," said a voice; Rebecca came into the kitchen, holding a clipboard in her hand. "Good, ready for your first time on the job?"

"As ready as I'll ever be." Mathew replied, grinning. He stood up from his chair. "What's my first assignment?"

"You will be delivering the jewels to Buffy's Jewelry Store, the assignment which Baloo has failed…" Rebecca said, casting Baloo a glare.

"That's not fair, Rebecca," Mathew said, seeing her glaring pointedly at Baloo. "It's not his fault Don Carnage went after him, forcing him to abandon his assignment…"

"Baloo's a great pilot; he could've flown circles around those Air Pirates." Rebecca argued.

"Yes, he could've, but didn't and do you know why?" when Rebecca shook her head, Mathew continued: "Because he was concerned for Kit's safety, those pirates were shooting at them from every direction, one false move and Kit might have been shot! Baloo just could not let that happen, he cares so much for Kit, he loves him and I do not think he would have been able to live with himself if something happens to Kit under his watch. Their lives are more important then any shipments."

Rebecca sighed and her face softened. "Yes, they are more important then any cargo shipments, I'm sorry guys, I'm just so stubborn and headstrong when it comes to business…"

"Pinch me, I must be dreaming," Baloo said, a little shocked. "Beckers just admitted she is so stubborn!—OW!" he cried out as Kit pinched his arm. "I didn't mean that literally, Lil Britches."

Kit just grinned and chuckled. "You should say what you mean, Papa Bear." Then he turned his attention to his Dad. "Can I go with you?"

Mathew scooped Kit up his arms. "I don't see why not."

Kit was about to exclaim in joy when Rebecca cleared her throat pointedly.

"_I_ can see why not," she said firmly. "Kit has school tomorrow, it's not exactly the weekends, you know."

Mathew leaned sideway toward Baloo. "Is she always like this?"

"Yeah and worst," Baloo groaned.

"Aw Miss Cunningham…" Kit moaned, much like any kid would do to their mothers at being denied of any fun.

"Don't you 'Miss Cunningham' me, mister!" Rebecca retorted, much like a mother would do. "You've got school tomorrow." Spotting the mixture of disappointment and annoyance on Kit's face, she softens her face and bent down to his level, with a hand on his shoulder. "Listen, Kit, I'm not trying to pull you away from having fun, or from being with your Dad." She sighed. "Look, tomorrow's Friday, you can go with him then, okay?"

"Okay, Miss Cunningham." Kit said, smiling. He then hugged Rebecca around the neck, something he has always wanted to do since she sang _Home Is Where the Heart Is_ to him through the window (though he was hiding at the time) and gave him a cookie on the first night she and Molly stayed at Higher for Hire. Rebecca smiled warmly as she hugged Kit back. "I love you, Miss Cunningham," he said, full of the emotion. Then as realization of what he just said hit him, he turned brick red with embarrassment and he pulled away from Rebecca, looking down at the floor. "Sorry."

Rebecca covered her mouth as she giggled. "Don't be, Kit," she said, playfully pushing Kit's cap down to his eyes. "I love you, too."

Mathew looks on this scene with an emotion welling up in his heart.

_He is so happy here,_ Mathew thought. _Baloo is his father figure, Rebecca is filling the mother figure, and he loves both of them dearly and they love and care for him in return, this is his surrogate family. I think I made the right choice when I made the decision to move here, rather then to take him back home with me. _

"Well, I'm off," Mathew announced, heading for the door.

Rebecca followed him to the _Phoenix._ She caught up with him as he untied the plane's pontoon from the dock.

"Here's the map, I circled the places where you will go tonight. Louie's Place is on the way there; you can stop there for refueling and have a drink before continuing your assignment."

"Okay, thanks Rebecca." Mathew said before taking the map and climbing into the _Phoenix. _He rolled the window down. "I'll try to be back before dawn." He said before he turned on the engines and the blades started spinning as the Phoenix moved away from the dock and taking flight, moving toward the gap of the Cape Suzette's cliffs and out of sight.

Mathew looked back before he reach the gap in the cliffs and saw Kit at the highest window inside Higher for Hire, waving his baseball cap in farewell

"Be careful, Dad." Kit whispered as he watched the _Phoenix_ disappear through the gap.

* * *

**Author's Note:**

**Sorry it took awhile to update, I've been busy and had a major case of writer's block but here it is! I hope you like it. **


	3. Chapter 3

**Disclaimer: I do not own TaleSpin**

**Chapter Three**

"Buffy's Jewelry Store, Buffy's Jewelry Store, must be one of those new businesses that just opened up." Mathew said with one hand on the steering stick and the other clutching a neatly folded map. (He has forgotten all about the map Rebecca gave him, and was using his own map.) "If that place is new, I'll never find it on this map, it's twelve years out-of-date!"

With a sigh, he placed the map down and continues flying the plane. Just as he made a decision to go over to Louie's, gunfire, followed by the sound of bullets on metal as someone was shooting at his plane!

"Oh, no, not those Pirates again!" Mathew groaned.

"This is the glorious Don Carnage, speaking to you with my wonderful voice." The Pirate leader spoke through the radio, sounding rather sly and like he loves himself too much.

Mathew growl angrily, he hated people shooting at his plane. Grabbing the microphone, he growled: "Put a sock in it, Carnage."

"Put a sock in—? Ooh, you make me very angry!"

"Like I care," Mathew muttered.

"Any last words before I have you shooted down?"

"Yeah, a few." Mathew answered. "If you ever laid a hand on Kit Cloudkicker, I'll rip your precious head off!" Before Don Carnage could reply, Mathew pressed the red button above his head, activating overdrive. The _Phoenix_ shot through the air like a bullet, the sonic boom of the overdrive's speed send shockwaves toward the Pirates, causing their planes to spin out of control in the air and then drop like stones into the water below.

"Ah! Not again!" cried Don Carnage, his favorite blue Pirate uniform soak and wet with seawater. "I'll get you for this…um, what is his name again?—I'LL GET YOU FOR THIS, WHOEVER YOU ARE!" he yelled, waving his sword in the air.

The _Phoenix_ dropped its supersonic speed as Mathew pressed the red button again, deactivating the turbo engines. Looking at where he was going, he saw Louie's Place just up ahead.

"Same old Louie's Place." Mathew mused as he brought the _Phoenix_ down to the docks and parked it.

As soon as he landed, a dozen little monkeys came swooping down on the _Phoenix_, washing the windshield, refueling it and covering the bullet holes where Air Pirates has shot.

The door on the pilot side opened and Mathew stepped out.

"Whoa, Louie really outdone himself, he didn't have this plane service twelve years ago." Mathew said, watching in amazement at how fast those little monkeys did their job. He walked down the dock toward the hut and entered.

The orangutan with a Hawaii-style t-shirt and a straw hat looked up at Mathew's entrance.

"Well I'll be a—Mathew, is that you, Cuz?" Louie asked as though he could not quite believe his eyes. "It's been so long, my man!"

"Too long, my friend." Mathew agreed.

"Come over here and have Krakatoa Special, on the house!" Louie said, hoping behind the bar and with his hands and feet, he begins scooping various flavors of ice cream, throwing them up in the air and catching them with a milkshake glass. As a finishing touch to his ice cream special, he stuck two firework sticks in it before sliding it down the bar toward Mathew who just took a seat in front of the bar. "Now tell me all about your travel around the world, did you ever find that boy of yours?"

Mathew picked up his spoon and took the first bite of the Krakatoa Special.

"Mm! Man, this is delicious, Louie!" Mathew said, taking a second bite.

"Glad you like it, Cuz, now tell me about your journey to find your lost boy." Louie said, sounding slightly impatient.

Smiling, Mathew replied: "I've found him."

Louie jumped onto his bar and danced in celebration!

"Whoo-ee! That is great, Cuz! So, uh, where is the little tyke?"

"He's at his home in Cape Suzette." Mathew said, taking another bite of the Krakatoa Special.

Louie stared at Mathew very intensely for a long moment, then he look at the opposite wall of which held pictures of various pilots, at the very top was the picture of Baloo and Kit. He looked from the picture, to Mathew and back again.

"Well, I'll be a monkey's uncle…" he murmured. "Is your son's name's Kit?"

Mathew nodded and Louie gasped.

"He hangs out here a lot with Baloo, I can't believe I didn't notice the resemblance, it's uncanny and yet I didn't see it before now." Louie said.

"Why people miss the uncanny resemblance between me and Kit is beyond me. First Rebecca and now you," Mathew said, taking yet another bite of the Krakatoa Special. "I mean, how many Cloudkickers do you know, anyway?"

"Besides you and Kit? None, Cuz." Louie admitted sadly, he felt so stupid for not noticing the connection between Kit and Mathew before now.

"Louie, I need a favor."

"Anything, man! Just name it!"

"Tell me what you know of Kit's past."

Louie's face saddened, he regretted insisting that Mathew ask him of anything. The word 'anything' includes talking about something like this. For Louie, the word itself came as a very heavy price.

He held his chin thoughtfully for a moment; either wondering what to tell him or debating with himself whether he should make a run for it.

"Okay, Cuz, I'll tell you as much as I know, for my knowledge of the Lil Britches is sorely limited."

Mathew inclines his head, indicating that he understood.

"First off, I'm not sure what to tell you in case Kit wanted to tell you himself, but I first met him when he came crashing through the front doors on that airfoil of his, he skidded across the bar, knocking tables and chairs down until he reached the stage and bumped headfirst into Baloo's great belly. They greeted each other and Baloo kept another pilot from harassing Kit about stowing away on his plane.

"Then Carnage came in through the front doors looking—as I later found out—for Kit. The boy made a hasty exit from the building, making a hole in my wall in the process. The next plane that boy hitchhiked was the _Sea Duck_, Baloo's plane. I don't know what went on from there, but evidently, they bonded and became the close of friends, pilot and navigator. Then barely three days later, Baloo came back here without Kit, I asked about him and he said he didn't wanna talk about it, Kit betrayed him, or so he thought. Baloo then started dancing to music and saying the same thing every five minutes:" Louie took a deep breath and imitated Baloo's voice. "Hey Louie, ain't this the life? No bosses, no troubles, no obligations."

"What?" Mathew exclaimed in shock. "'No obligations,' what happened? He didn't abandon Kit, did he?"

Louie sadly inclines his head. "Kit was once among the Air Pirates…."

Mathew gasped at that, feeling his world spinning and turning upside down.

"From what I gathered from Baloo weeks later, Kit has spent a year with those creeps before he met Baloo. And then he 'got sick of 'em,' and stole a stone from Carnage which he has stolen from Shere Khan, Anyway, Baloo was here dancing when a pilot came in asking for Baloo. He told Baloo that there was a distress call from someone named 'Lil Britches', I turned the radio on and we heard him—I'll be right back, I recorded that distress call, I got it on tape here somewhere… "

Louie went behind the bar and begins tossing random things unceremoniously aside until at last he found what he was looking for. A tape player and a tape.

"Okay, now listen to this." Louie said, placing the tape in the tape player and hitting the play button.

Mathew leaned forward to the tape player, at first, there was static, and then Kit's voice sounded from it.

_…Couldn't stop them wrecking the city but I tried… Please tell Baloo, tell Papa Bear, I'm his navigator…always… _

Mathew's heart broke at hearing the distress in his son's voice as he pleaded with other pilots to give the message to Baloo. A tear slid down his cheek.

"What happened next, Louie?" He asked, wiping away the tear.

"Well I can't tell you very much at this point. All I can say is that as soon as Baloo heard that, he said to me: 'Louie… he didn't double-cross me… I gotta get back to Cape Suzette!' and he dashed out of the place, jumped into his plane, turned on overdrive and took off! That was the first and last time he ever used overdrive for longer then five seconds… "

"Baloo had overdrive in his plane?" asked Mathew.

"Yeah, man, he still has it, it just doesn't work anymore, overuse of it burned it out. Anyway, that's all I can tell you, if you want more to the story, you're gonna have to get it from Baloo or Kit."

"Thanks, Louie, you've been a big help, though there are clues and puzzle pieces missing from the story but I think that can be solved when I talk to Baloo and Kit." Mathew stood up. "Thanks for the Krakatoa Special, I may order that every time I stop by from now on. Well, I gotta go deliver a shipment for Rebecca."

"You're working at Higher for Hire now?"

"Yeah."

"Hey, Cuz, d'ya think you can hook me up with Rebecca?" asked Louie with a wink.

Mathew gave him an awkward look before saying: "Somehow I don't think the two of you will work out."

"Aw, you just want her for yourself!" Louie playfully accused.

_More then you'll ever know, old friend._ Mathew privately thought.

Mathew left the building, waving good-bye to Louie on the way out.

Walking up to the _Phoenix_, he saw that Louie's many monkey helpers did more then wash and refuel the plane, they also repaired the bullet holes on the side of it. It looks as good as new!

"Great job, fellas, here!" Mathew tossed the pit crew leader a ten-dollar bill. The little monkey caught it but was clobbered by his fellows as they started wrestling over the money.

Laughing, Mathew walked past them, hopped into his plane, and took off toward the sky.

_Well, I got to see an old friend and found out a little bit about Kit's past, what a great way to spend the first time on the job_…

As he flew along the way, he saw a piece of paper sticking out of the compartment where he stores his cold drinks in. he opened it and found the map Rebecca gave him!

"After all this time I spent flying aimlessly, and all along I had the directions!" he said loudly, mentally scolding himself. One look at the map told him to just turn five degree to the west and he'll be heading straight to his destination. He had an idea of how to make the trip faster. Looking up at the red button, he said. "Twice in one day can't hurt, right?" and he pressed the button the plane shot forward with a swooshing sound and out of sight…

**

* * *

****Author's Note:**

Well, here it is, chapter three! What do you guys think?


	4. Chapter 4

**Disclaimer: I do not own Talespin!**

**Chapter Four**

Kit awoke the next morning to the sound of an approaching plane, its' Superflight one hundred engines sounded just like the _Sea Duck_, but he knew it was the _Phoenix—_ his Dad was back!

He jumped out of bed, threw off his nightshirt and pulled on his trademark green sweater and his baseball cap.

"Wake up, Papa Bear, Dad's back!" he yelled excitedly, dashing out of the bedroom and running down the stairs toward Rebecca's office.

Baloo emerged from under the covers with a big yawn. "I'm comin', Lil Britches." He threw the covers off and sat up, throwing off his nightshirt and reaching for his yellow pilot shirt and putting it on. As he left his and Kit's room, he took his red pilot cap off the hook next to the door and placing it on his head.

—**Outside** **on the dock**—

The door on the pilot side of the red plane and Mathew stepped out, hopped onto the dock, and tied the pontoon on the left wing of the _Phoenix_ to a post.

"DAD!" yelled Kit, running down the dock toward him.

Mathew turned, smiling, just in time to catch Kit as he threw himself into his Dad's arms.

"Hey there, Lil Buddy." Mathew said, embracing his small bear cub.

"How was the trip?" asked Kit with his arms wrapped around Mathew's neck.

"Apart from meeting those Air Pirates again, it was pretty good." Mathew said with complete honesty. "But don't worry," he added hastily, spotting the worried expression on his son's face. "They never laid a hand on me, I was outta' there before they could do any real damage." Spotting Wildcat coming up toward them, he waved at him. "Hey Wildcat! Gas 'er up, me and Baloo are gonna be leaving in a minute."

"We are?" Baloo asked, approaching Mathew and Kit with a puzzled expression.

Mathew nodded. "Yes, Baloo, we need to get to know each other and I can't do that if I'm going to work at night and sleep in the daytime."

"Can I go too?" asked Kit, he hated being excluded and Mathew knew it as he too hated being excluded as well.

Mathew rubbed his son's head. "Sorry, sports but you got school today and Baloo and I are just gonna catch some fish." Spotting the disappointment on the young cub's face, he quickly added: "Tell ya what, I get weekends off, so how about this weekend, you and I go on a camping trip, just the two of us."

The disappointment on Kit's face vanished faster then a flash of lightening to be replaced with a joyous smile.

"You promise?" he asked, Mathew could practically sense the excitement in his son.

"Yeah, I promise."

"Good morning, Mathew." Rebecca appeared from behind a pile of wooden crates. "I got a call from Buffy's Jewelry Store, and Buffy is satisfied with our service. She may call on us again in future. I hope so, she pays too good of money to lose as a client. Did she pay you?"

"Yeah she did." Mathew replied, pulling out a handful of hundred dollar bills, and handing them to Rebecca.

Rebecca took the money from Mathew and turn, smirking to Baloo.

"Now here's a pilot who knows how to get the job done!" she said. "You should take a leaf out of his book, Baloo. If you weren't so busy partying and being a lazy slob, you'd be making good money like this!" And she waved the money in Baloo's face and then walked toward the building, heading back to her office, Baloo scowled after her.

"You're makin' me look bad!" Baloo snarled, pointing a finger at Mathew.

Mathew put Kit down and held his hands up in surrender. "Hey, man, I was just doing my job, don't go hacking my head off over it."

"Yeah, Baloo." Kit agreed, placing himself between Baloo and his Dad with his arms outstretched as though to break them apart. "Take it easy, Papa Bear, this is not a contest."

Baloo sighed. "Sorry, Matt, I'm just worried I might lose my job and my plane."

Mathew looked at Baloo, confused. "Your plane comes with the job?"

"No, Dad, Miss Cummingham owns the _Sea Duck_, only because Baloo didn't pay his payments in time." Kit informed his Dad. "Baloo is only working for her so he can fly his plane."

"Yeah, but as soon as I get my hands on fifty thousand smackers, I'm outta' here!" Baloo said with a determined face.

"How do you expect to save up that much when you blow your every paychecks at Louie's and on soda pops?" asked Kit, playfully patting Baloo's great belly.

Mathew inwardly smiled at that. Baloo has, though irresponsible and unreliable he may be, taken good care of Kit, the only person he treasured more then the _Sea Duck. _Despite his faults and flaws, Baloo is a great friend and an excellent pilot.

_I guess I owe him a favor for taking care of Kit when I could not._ Mathew thought, coming to a decision, he thought: _The favor is going on the list of things to talk about later._

"Baloo," Mathew addressed the large gray bear with a serious expression. "Come with me," He walked off, leading the way to the _Phoenix_. Opening the cockpit's door, he bowed Baloo inside. "We need to talk."

Baloo got onboard the _Phoenix_. Looking around, he saw that the cockpit was very much the same as the _Sea Duck_, except for the black leather seats and the steering sticks had black handles rather then brown like the _Sea Duck_ had. And there was an Autopilot button on the dashboard! Something the _Sea Duck_ did not have.

He glanced out the open door on the pilot side and saw Kit and Mathew hugging each other.

"Bye, Dad. Be careful," glancing into the cockpit at Baloo, Kit added with a smile. "You too, Papa Bear."

"We will, Lil Buddy." Mathew assured him. "Have a good day in school."

"I will." Kit promised.

"That's my boy." Mathew said proudly, ruffling Kit's head affectionately, causing the boy's cap to slip down to his eyes. "Now, run along, me and Baloo are taking off in one minute."

Kit nodded and he dashed up the dock to stand next to Wildcat, who has finished filling the _Phoenix_ up with gas.

Mathew climbed into the cockpit and pulled the door shut, before hopping into his seat. Starting the engines, he went through the same takeoff routine as Baloo often does, making a perfect takeoff!

Kit watched with excitement as his Dad made the perfect takeoff, and then did a couple of loop-de-loops in the air, just showing off for him. He smiled as his Dad finished showing off for him and disappeared through the gap in the cliffs.

"Now I know where I got the show-off urges from," Kit mutters, remembering showing off for Daring Dan Dawson with his cloud surfing in a stormy weather. It was then that Kit realized how much Baloo cared for him, because Baloo had gotten so upset in the brief moment in which he thought he lost Kit.

**-Out at Sea-**

Baloo sat there in his seat, tapping his foot as he played a tune in his head. Before he knew it, he has begun to sing.

_When life down here's thunder cloud, I take off for the air._

_I soar above the madding crown without a single care._

_I'm not one ta stick around when trouble starts ta brew._

_So see you later, Navigator, I know just what to do—I'm gone_

"_(He's gonna fly.)_" Mathew sung, startling Baloo slightly but then he smiled and continues singing, with Mathew singing along.

**Baloo:** _I'm gone_

**Mathew:** _(Adios, bye-bye)_

**Baloo:** _Don't trouble me with troubles, man, I'm gone._

**Mathew: **_(Oh, he's gone!)_

**Baloo:** _I'm gone._

**Mathew:** _(Wait a minute.)_

**Baloo: **_I am gone_.

**Mathew:** _(The sky's the limit_._)_

**Baloo:** _I love to be above it all, I'm gone!_

The rest of the flight trip past with Baloo and Mathew being two typical guys having a good time, talking and laughing. Mathew let Baloo take control of the plane with the co-pilot yoke and he was quite impressed with Baloo's piloting abilities, he even consider Baloo a better pilot then himself, as some of Baloo's moves were ones he himself couldn't do. He had been right to think that if Kit's safety was not a concern at the time, Baloo could have—as Baloo said—clobbered those pirates.

"Alright, Baloo, this is far enough. Land next to that island over there," Mathew said lazily, leaning back in his seat with his hands behind his head, relaxing.

"Aye, aye, captain." Baloo said, his a flat palm at his forehead like a solider obeying his commander.

The landing was as smooth as silk! If Mathew were grading Baloo's flight and landing, he would give Baloo an A-plus!

"Great flying, Baloo." Mathew said, giving Baloo the thumb up.

"Gee, thanks." Baloo replied modestly.

Mathew opened his door, jumped out and stepped onto the island. He quickly found a tree and went up to it and he tied the _Phoenix's_ pontoon to it.

"Before we start catching fish, Baloo, I would like to speak with you about Kit." Mathew said, sitting down on the sandy beach, watching the waves. Baloo sat next to him with set face as though readying himself for the worse of questions. "I was talking to Louie last night and he told everything he could about how you two met. Now I would like to hear your side of the story."

He looked at Baloo as though expecting him to start telling the tale, but Baloo just sat there with a depressed look on his face.

"Please, Baloo. I need to know about my son, I need to know what he's been through in his life."

"Most of it are things a kid should never had ta go through," Baloo muttered unexpectedly. "Kit was very reluctant ta tell me of his life before I met him, but overtime, he told a little bit of it but not all of it, I can tell he didn't wanna tell me everything for some reasons and I didn't pressure him to tell me more, what he told me was bad enough."

Mathew held up a hand to stop Baloo. "Please do not tell me, I want Kit to be the one to tell me about that part of his life, on his own terms." And Baloo looked relived. "Just start from the time you two bump into each other at Louie's and go on from there."

"Well, I was at Louie's, singing _I'm Gone_." Baloo begun. "As the song ended, the doors flew open and Kit skidded across the room, he had lost control on the landing, before I knew it he flew right into me, knocking me down. After that, a pilot came through the doors and marched up to where Kit and I were, Jack was his name and he was pretty mad, he hates stowaways. I step in and pushed Jack away and said: 'Cut the kid some slack, Jack.'" Baloo chuckles as he remembered the first words he heard Kit say.

Mathew chuckles before asking: "What's so funny, Baloo?"

"First thing I heard Kit say was 'Yeah, listen to the fat lady'."

Mathew chuckles once more before a confused look crossed his face. "Wait, he called you a fat lady…?"

"Uh…well…" Baloo said nervously, rubbing the back of his neck. "I was wearing a hat of fruits… and a tablecloth around my waist…"

Mathew burst out laughing as the mental image of Baloo in a fruit hat and a tablecloth as a dress came into his mind. _No wonder Kit mistook him for a fat_ _lady_, he thought, chuckling with his hand over his mouth.

Mathew took a moment to calm down from laughing and trying to rid his mind of that mental picture of Baloo in a fruit hat and a dress, a difficult task, as every time he thought of it, he'd start cracking up.

"Please, continue." Mathew said once he had calmed down enough.

Baloo spent a good two hours telling Mathew everything, from the part Louie left off, all the way down to his, Kit and Rebecca's brave flight to save Cape Suzette from Don Carnage.

"…and since Rebecca paid to have 'er put back together, the _Sea Duck _was hers again..." Baloo finished.

"So…you left him with the pirates because he pulled an act and _pretended_ to rejoin the pirates so you can get out of there…?" asked Mathew incredulously, sounding a bit angry.

Baloo held up his hands defensively. "N-no, it's not like that!" he said desperately. "At the time, I thought the act was for real and it got me mad at the thought of being stabbed in the back after all I did for the kid."

Mathew sighed. "All that matters is that you came back and saved him and then you took care of him afterward, and for that I'm truly grateful. I'm sorry about your overdrive."

"Hey, don't worry about it; I would've given up the _Sea Duck_ for him." Baloo said.

"Speaking of the _Sea Duck_, I owe you a couple of favors as a payment for taking care of Kit."

Baloo stared at him, hardly daring to be believe it, is this going where he thinks it is going?

"Baloo, I will pay to have the ownership of the _Sea Duck _to be transfer to you." Mathew said. Baloo let out a yell of joy but Mathew held up a hand to silence him. "Baloo, stop, there's a catch to this favor."

Baloo stopped his victory dance and slumped down on the log. "What's the catch?"

"Okay, here's the catch: even though the _Sea Duck _will be yours again, I want you to continue working for Rebecca at Higher for Hire."

"But, why?" asked Baloo, looking like he has just been told he had to go on a very strict diet.

"Because Higher for Hire is Kit's home," Mathew explained. "it's the place where he is the happiest and although he is happy there and consider the place home, it is not as much as of a home without you, Rebecca, Wildcat and Molly there. Home is where the heart is, Baloo and Kit's heart is with you guys and he wants that to stay together."

"I see your point, Matt." Baloo said, and then he sighed. "Okay, I'll keep working for Becky."

"Thank you, Baloo, now sign here." Mathew held out an official-looking contract.

"What is this?" asked Baloo, staring at the contract.

"This is a contract saying that I will pay to have ownership of the _Sea Duck_ transfer to you in an exchange for the agreement that you'd continue working for Rebecca at Higher for Hire." Mathew explained. "If, however, you refuse to work, even after I've paid for you to have the _Sea Duck _back, then the ownership of the _Sea Duck _will automatically be transfer to me."

"What would you do with the _Sea Duck_ if that happens?" Baloo asked.

"I will customize it the same way I customized the _Phoenix_, with overdrive and everything, only I'll leave it with its' original colors. I will keep it in good shape and when Kit is old enough to fly, I'll give it to him."

"Fair enough, it would be a great first plane for him, but I will work for Becky and I won't break the contract deal." Baloo then took a pen and signed the contract. "Besides, I wanna be the one ta give it ta him, once he's trained enough to fly 'er like I do."

Mathew rolled up the contract and held out his hand to Baloo. "It's a deal then!"

Shaking Mathew's hand, Baloo said: "Thank you, Matt, now I can modify my plane without Becker's permission."

"Don't thank me just yet, Baloo, the plane business is just the beginning. I still have one more favor to give you."

"But, you already done enough for me, all I want is my plane and my pals, I don't want anything else."

"Are you sure, Baloo? Because the next favor I'm doing for you concerns Kit." Mathew informed him. "Last night while I was out delivering the jewels, I used overdrive to get the job done quicker, after I done my job, I went to the orphanage where I believe Kit had spent the first few years of his life. I got all of his files and birth certificate from there. According to his birth certificate, he was a small baby, about eight inches in length, which is tiny for a bear cub; it may explain why Kit still looks like a ten-year-old. His files don't show anything from the time he was six, except that he ran away from the orphanage at that age. The reason I brought up his files and birth certificate is because they are required to assure the Child Well Fare that I am his father and therefore I have custody of him."

"Why are you telling _me_ this?" asked Baloo, looking a little confused.

At this, Mathew smiled. "Because if you're going to be Kit's godfather, you're going to have to know all about him."

"G-godfather… me?" Baloo was speechless! Who would make a bear like him a godfather of their child? He did not feel worthy of the honor, but he loves Kit enough to accept it.

"Yes, you Baloo." Mathew said. "You took good care of him all the times he's been with you and you saved his life on more then one occasion, I think you earned the title and responsibility of a godfather to Kit."

"I'm touched, Matt; I dunno what to say, 'thank you' doesn't seem ta be nearly enough ta express my gratitude."

"Just be there for Kit when he needs you and we'll call it even," said Mathew with a smile.

"Fair enough," Baloo agreed. "Now how about some fishin'?"

And they were off to catch some fish. After catching two fishes, Mathew went into the cargo area within the _Phoenix_, climbed into the mattress, which he kept on the plane in case he had to sleep while he was out, leaving Baloo to fish by himself. And he slept the rest of the morning all through the afternoon.

When he awoke, he heard the engines roaring and the feel of the floor told him that they were already airborne. He got off his bed, stretched and looked around.

Baloo really outdone himself with the fishing, there was about ten buckets full of fish!

He moved toward the cockpit where he saw Baloo in the pilot seat, flying the plane.

"Hey-hey, Matt," Baloo said, looking back at him. "D'you wanna take over?"

"Nah, that's okay, Baloo, you go ahead and fly us home."

Mathew let out a huge yawn and sat down in the co-pilot seat. Looking straight ahead, he saw the Cape Suzette cliffs up ahead.

"Oh, good, we're nearly home."

"Say, Matt." Baloo said, "I've been thinkin', Kit may not like this, but I think we should get him ta tell us about his past. I dunno about you, but since I'm now Kit's legal guardian, I feel like I gotta know what he's been through."

"I feel the same way too, Baloo, trust me, I know how you feel." Mathew assured the larger bear. "But we can't just barge in on him with questions, we gotta take it slow and gently, talk to him first, get him to understand that we need to know these things."

"I'm with ya as long as we don't force him ta tell us," Baloo said. "I want him ta tell us freely."

"I would never dream of forcing Kit to do anything he doesn't want to do, I was thinking more along the lines of persuasion, persuade him to tell us, you know."

"Yeah," Baloo agreed. "Should we ask him after dinner?"

"Yeah, I guess so, assuming he done his homework first." Mathew said.

That night, after a delicious meal of fish Baloo caught, prepared for them by Mathew, Rebecca bid her employees goodnight and left for her apartment in the city.

"Goodnight, Kit," Rebecca said, leaning down and kissing him on the cheek.

Kit smiled a pleasant smile as he replied: "Goodnight, Miss Cunningham."

Baloo and Mathew exchanged glances as Rebecca left the building, leaving it with just the three of them.

"Uh, Kit…" Mathew said, Kit looked up at his Dad.

"Yeah, Dad?" he asked.

"I went to your old orphanage last night, and I got your files and birth certificate, I know everything about you up to the point where you was six years old when you ran away from there, beyond that, I know nothing of your life up till yesterday."

Kit stood very still, his expression told them he did not like where this was going.

"Five years of your life is like a big empty space and no one apart from you knows about those years and if I'm going to be your Dad, I'll need to know everything about you, I don't want any secrets between the three of us."

"But Dad—wait, 'three of us'? Who else is involved?" asked Kit, looking half-scared, half-annoyed.

"I think we should tell him the good news first, don't you?" Mathew asked, addressing Baloo.

"Yeah, I think so." Baloo said with a nod.

"Tell me what, what's going on?" asked a very confused Kit, looking from Baloo to his Dad and back again.

"Kit," Mathew said with a smile. "Since Baloo has been watching over you, saved your life more then once and had treated you like a son, I have declared him your godfather."

"W-what?" Kit's eyes became very round with surprise, which changed to a joyous expression a split second later. "Oh, Papa Bear!" He pounced on Baloo and hugged the big bear around the neck.

"Now that Baloo is your godfather, he needs know about that big hole in your past as well as I do." Mathew explained.

Kit's smile vanished to be replaced with a very miserable look. He sighed sadly.

"Why do you need to know?" he asked.

"Because we love you and we care about you and we want to know what you been through."

"I don't wanna talk about it." Kit said quietly, looking at the floor.

Baloo sighed, he knew this was coming, but he wasn't about to give up.

"Lil Britches," he placed his hands on Kit's shoulders. "You don't have to tell us if you don't want to. But until you decide ta tell us, we won't be able to find anything about your past."

"Baloo, you asked me to tell you about my past once, why are you asking me again?"

"Because, one, I don't think you told me everything, all you told me is that you wander around on the streets and everybody use to beat you up daily until you join the Air Pirates."

"_BALOO_!" Kit cried, sounding very upset. He did not want his Dad to hear _that_. He hoped against hope that his Dad has became temporarily deaf the moment Baloo mentioned the Air Pirates.

"It's no use in hiding it, Kit, I already know about your association with the Air Pirates. I am a little disappointed but I love you no less."

To reassure Kit of his love for him, Mathew picked him up and cuddled him, their faces brushing against each other.

"Kit, I won't force you to tell us about your past but we need to know. I want no secrets between us. In fact, I'll start by telling you one major secret that I have kept for two years." Mathew said, he paused before continuing: "While searching for you as usual, I landed in St. Canard one night and I met Darkwing Duck."

"That's your big secret?!" Kit asked.

"No, not really, the secret is that I was his temporarily sidekick for a while. I work with him on and off during the last two years, then about a month ago, I asked Darkwing if I can use his computer, which is a highly advanced technology ahead of this time, he used it for crime fighting and for locating the villains. I used it to search for '_Kit Cloudkicker_' and got two results, one from your school here in Cape Suzette and the other was missing child report on you six years ago."

"So, that's how you found me, you knew I lived in Cape Suzette?" asked Kit who was amazed that his Dad met the famous Darkwing Duck and even fought crime alongside him.

"Yeah, I was actually heading for Cape Suzette when I got your distress call when you were attacked by Air Pirates." Mathew said, then he pulled a thoughtful expression. "Hmm, Don Carnage would make a nice addition to the Fearsome Five, I'm sure NegaDuck would kick Brushroot out and replace him with old Carnage… Actually, NegaDuck makes Carnage seem tame."

"Carnage? Tame? Yeah, right." Kit said, with a doubtful expression.

"Carnage wields a sword right? Wanna know what NegaDuck wields?" asked Mathew testily.

Kit nodded.

"Okay, he wields a chainsaw! And other weapons of destruction!"

"Uh, Matt," Baloo said. "as much as I would love ta hear about your adventures with Darkwing Quack, but aren't we getting a little far off the topic of Kit's past?"

"Huh? Oh, right, yeah… And it's Darkwing _Duck_, not Quack." Mathew corrected Baloo before focusing his attention on Kit again. "I wasn't suppose to tell anyone about my association with Darkwing Duck, that's a secret I now share with you."

"Dad, there's a reason I don't wanna talk about it," said Kit. "it brings back painful memories, and most of them I just wanna forget."

Mathew still had Kit in his arms, he gave him a tight embrace which Kit return.

"Son," Mathew said with a hand on the side of Kit's head, rubbing it affectionately. "I know it may be painful to even think of your past, but it'd be foolish to try and bury the past because the past is what makes us what we are today, you must remember what happened before so you can learn from your past. You can't ignore where you came from. Don't you know, Kit? It's our history that shapes our future."

"Yeah, Lil Britches," Baloo joined in. "You were once a kid, struggling to survive and a member of the Air Pirates, now look at you, you're here with us, with people who care about you no matter what happened in your past. You were down in the dumps but now you're right on top of the clouds."

Kit smiled weakly, this did cheer him up a little but not a whole lot.

"Heh, heh, thanks Papa Bear." Kit got up out of his Dad's laps, moved toward Baloo and hugged the large bear around the neck.

They were right, Kit knew, if he hadn't met Baloo that fateful day at Louie', he would never known the love Baloo, Rebecca, Wildcat and Molly share with him, he'd never know the wonderful feeling of being included in their family. For all he knew, he would be back on the street or dead, since he stole from Carnage.

Kit sighed; he knew he had to tell them eventually, why not now?

"Okay, I'll tell you everything," he paused "Can I have a drink, this is going to a _LONG_ story."

Baloo handed Kit a glass of water and he took a tip of it before beginning to tell the tale.

"Okay, it all started when I was six years old…"

_To Be Continue…_

**

* * *

****Author's note: **

**I know what you're thinking… "NOOO! Don't end it there, it was just getting so good!" or "Oh, c'mon! Keep going and stop keeping me in suspense!" am I right? **

**Never fear, today I am doing a Special for my faithful readers and reviewers, I call it a Double Sundae! lol It's a double update! **

**  
Yes, this story is going to have many crossovers, do not worry though, I'm only going to do crossovers of Disney cartoons from the 90's and not random shows, that'd be kinda stupid to be honest. **

**Continue your reading, enjoy chapter five, "Insight into Kit's Past."**

**Some of you may be a little surprised at what I have in store for you faithful readers…**


	5. Chapter 5: Insight into Kit's Past

**Disclaimer: I do not own Talespin**

**Author's Note:** In this chapter, Kit is Molly's size.

**Chapter Five: Insight into Kit's Past **

Kit Cloudkicker was six years old and living in an orphanage. He was the smallest among the other kids and the only bear cub in the place. Other then one bear cub, there was a mostly a mixture of lions, monkeys and wart hogs in the orphanage along with other species.

These days, the only sort of clothes Kit had on was a white T-shirt, just like all the other kids in the orphanage. He had a bed to sleep in, food on the table and clothes on his back, but those were the only things he likes about the orphanage, other then that, Kit hated the place. Too many rules and the adults ordered them around all the time and coming up with so many rules.

Young Kit was sitting outside on a log, examining his only possession, it looks like a metal boomerang that can flip close and open, yes, it was his airfoil and he treasured it, it had a description carved on one corner of it that read: "_**To: Kit, From: Dad**_." He held it to close to his chest; since it was from his Dad, it was like a source of comfort to him. Then suddenly, an older monkey, hanging on a tree above Kit by his tail, snatched the airfoil out his hands.

"Hey! Give it back!" Kit demanded, reaching up for it and started to cry when the monkey held it up higher out of his reach.

"Aw, baby Kit is crying, boo-hoo!" the monkey taunted him, which only made Kit cry harder, wailing with tears flowing out both eyes.

Suddenly, Kit heard a choking sound. Wiping his eyes, he looks up to see that a tiger cub about the age of twelve, holding the monkey by the throat in pure Shere Khan fashion.

"Return it to him." He said in a dangerously soft and calm voice, almost like a purr. The monkey dropped the airfoil at Kit's feet, who picked it up and hugged it close to his chest. The tiger put his face up close to the monkey's. "I will not tolerate bullying behaviors, and this child is miserable enough without extra helpings from you. Do you understand?"

"Y-yes...Chester…I do… Can't breathe!" the monkey was slowly turning blue when the tiger released him; he fell to the ground, gasping and fluttering.

"Good." Chester purred. "Don't ever bother him again, or I will deal with you personally."

Chester moved toward Kit and patted him on top of the head. "Are you alright?"

Kit nodded. "Yeah, thank you."

"Not at all," Chester said curtly "Do give me a yell when you are oppressed."

Kit shifted his head in a puzzling way. "What's 'oppressed'?"

"It means inflicting stress or trouble on someone." Chester said patiently. "Like George bullying you and making you cry for example." With a scowl in the monkey's direction, he added. "And I hate to see little cubs cry."

George, the monkey, gulped and scrambled to his feet, jumped up and hid in his tree.

"Uh, okay, I'll yell for you when someone is bothering me." Kit said, still looking confused by some of the words the tiger used. Then he added in a hopeful tone: "Hey, would you be my friend?"

Chester considered Kit for a moment, looking him up and down. Kit was a lone kid at six years of age. It was natural to want a friend after all the torment people put him through, first the kids bullied him, and then the people who run the orphanage were being overly strict with him, making up so many rules and he is just a kid, for goodness's sake!

"Yes," Chester replied simply.

Kit's eyes were over bright with tears of joy. "Really?!" he exclaimed happily. "You mean it?"

"But of course. I mean everything I say and I never go back on my words." Chester replied softy.

Kit wept loudly, he finally have at least one friend.

Chester placed his hands under the bear cub's armpits, picked him up and held little Kit in his arms, giving him a comforting embrace. Kit wrapped his arms around Chester's neck and sobbed into his chest. Chester only held him, patting him soothingly on the back.

"It is alright…" Chester said, now stroking the side of Kit's head very gently and rubbing his bear ear.

"Thank you…for being my friend." Kit said, sounding so sleepy, the tiger's touch was so relaxing that he closed his eyes and fell into a doze.

"You're welcome." Chester hissed softy.

He carried Kit back inside and took him to his room instead of Kit's room.

"I'll keep him with me, no matter what the ignorant adults say." Chester vowed with determination as he watched Kit sleep in his arms. He had to admit, the kid was rather cuddly and cute, especially when he is asleep. He laid Kit on the spare bed of his room and he had kept Kit under his watchful eyes for a few months until…he, Chester was adopted. He had tried to take Kit with him, he even begged his foster parents to adopt Kit too, but they said that one kid was all they could afford.

"Goodbye, Kit..." Chester said with a rare emotional look in his eyes. He picked Kit up one last time and hugged him like hugging a precious little brother. "I won't forget you and I hope you'll get out of this place soon."

"Please…don't go." Kit begged his friend, tearing up. He hugged Chester tightly around the neck. "I'll miss you too much!" he sobbed.

Chester held him for a few moments, not wanting to let go. He has grown attached to Kit in the last few months, Kit gave him a sense of duty, to love and protect Kit as a big brother would do, it felt so natural to him to want to be the one to come to Kit's rescue every time someone starts to bully him.

A tear dripped down his cheek as he put Kit down.

"I'm sorry, Kit, but I have to go…" He said, losing his Shere Khan-like cool and manner for the moment. He turned and walked away.

"Chester, please, don't go!" cried Kit, reaching out a hand for him.

Chester wanted to turned around and comfort Kit again, but he could not, his foster parents were waiting for him. He shed another tear, this seems so cruel to do to Kit, but he had no choice, he kept on walking without looking back at Kit, which made Kit cry louder and harder. He had to ignore Kit's tears or he would have never been able to make it through the doors. The doors closed behind Chester and a teary Kit stared at the door for several long moments. Chester, his first and only friend has left him.

Kit did not eat that night; he went to bed and cried himself to sleep. He wished Chester were there to console him, but it never happened and the next day, nobody stuck up for Kit when the bullies started picking on him and calling him a baby when he cries.

Now he was back to square one, back to being bullied by the other kids and fussed at by strict adults. He did not think he could stand it without Chester there to defend him and keep the strict adult off him.

Finally, he could not take it anymore, he has been bullied to the point of being physically abused and the kids beat him up everyday, in addiction to the on growing list of rules from the strict adults.

One cold night, he left the orphanage to fend for himself out in the streets, taking with him his only possession: his airfoil. He wandered aimlessly around the street until he was totally lost and did not have a clue where he was.

"What are you doin' out here so late, kid?" said a roughly gruff voice, a mean-looking thug of a bulldog stepped out of the darkness and approach the frightened bear cub. "Maybe you didn't know it, but there's a toll for passing through my alleyway.

"P-p-please, s-s-sir, I'm l-l-lost and hungry. And I don't h-h-have any m-m-money." Kit stuttered as a reaction to the cold weather and fear. It was a cold night and he was only wearing a white T-shirt.

"Not my problem, kid," the thug said gruffly, he grasped Kit by the front of his shirt and lifted him up off his feet. Drawing back a fist, he aimed to punch Kit in the face.

_WHAM!_

A walking stick came out of nowhere behind the thug, whacking him on the head. Birds flew around his hand as he released Kit and feel face down on the ground.

"That is no way to treat a child!" an elderly lady's voice spoke, sounding stern.

_Wham_! The lady struck the unconscious thug again. "You—ought—to be—ashamed—of—yourself!" she said, whacking the bulldog with her walking stick with every word she spoke.

Satisfied with her own work, she sidestepped around the thug and moved to console the unfortunate child.

Kit lay curled in a ball on one side on the pavement, whimpering and hugging himself for warmth.

The old little bear-lady's heart went out to Kit, she got down on her knees and placed a hand on the child's shoulder. At once, Kit's body tensed up at her touch, the old lady knew that this kid didn't trust anybody and for good reasons. However, she kept a gentle hand on Kit's shoulder; giving it a rub

"It's alright, I'm not going to hurt you, dear," she said and then she hummed a soothing tune to him until his body relaxed under her touch.

Feeling that she had gained enough trust from the boy, she gathered Kit's curled form in her arms and hugged him to give him comfort, still humming a soothing tune. She also rubbed the back of Kit's head.

"Are you alright, dear?" she asked in a kind, motherly voice

Sniffing, Kit replied: "N-n-no, I'm h-h-hungry, and c-c-cold…" He pressed his body against hers for warmth. "And I'm s-s-scared!"

"Oh you poor thing," the old lady said with sympathy. "Why don't you come with me to my house and I'll fix you something to eat."

"O-okay," Kit agreed with a sniff, desperate for food and warmth.

The old lady stood up with Kit in her arms and walked out of the alleyway and down the street toward an old house at the far end of the street.

"Here we are, dear." She stopped at the gateway of her house. Kit looked up at it. It was a nice two-story house. Suddenly, Kit sneezed, startling the old lady slightly. She examined his face; it was pale and had a tired look to it and some of the color had drained from it. Kit shivered and sneezed again. "Bless you. Oh, dear, you're catching a cold." She placed a hand on Kit's forehead, it felt hot. "And you're running a high fever."

She stepped inside of her house, took Kit to the sitting room and placed him in front of the fireplace. Kit held his little cold hands up to the fire, feeling the warmth he had desperately wanted.

"Now, sit right here, dear. I have something for you." The old lady said as she left the room.

Kit looked around as he stood up in the front of fire with his back to it, warming his furry behind. It was a handsome sitting room with matching armchairs and a sofa. The pictures on the walls shows the younger version of the old lady arm-in-arm with a handsome looking purple bear who looks like a pilot, other pictures show her kids that were probably already grown up. Moreover, a few pictures showed a golden retriever dog that she had for a pet.

Kit turned around to face the fireplace, there on top of the mantelpiece were models of very old airplanes, some of the first ever built. Those planes fascinated him, he could not explain it but the sight of airplanes—whether real or a model—thrills the young bear cub to his soul.

"Here you are, dear," the old lady has returned, holding a green sweater with a yellow patch on the left sleeve. She walked over to Kit and slipped the sweater over his head. It was a little too big for him, the bottom of it fell down to his knees and the sleeves were so long that his little did not reach the end of the sleeves. "It's a little big on you, but you'll grow into it," she assures him, smiling warmly at him.

Taking one of his little arms, she rolled back his sleeves so he can use his hands.

Kit looked at her directly in the eyes, smiling as he took in her appearance. She was an orange bear with a red mane of hair, giving her the look of a lion. She wore a blue dress with a matching hat and a white apron.

"Thank you," Kit muttered politely, before wrapping his arms around the old lady's neck.

"Oh, you're welcome, sweetheart," she said, returning the embrace and patting him on the back.

Finally, Kit pulled away from her and asked: "What's your name?"

"Oh, how very rude of me, here I am, just saved you and haven't introduced myself." She scowled at herself. "My name is Martha Gummi, but people call me Granny Gummi."

Kit stared at her, thinking that 'Granny Gummi' suited her best.

"Can _I_ call you Granny?" he asked her.

Granny chuckled before replying: "Why, yes, you may." She leaned down and kissed Kit on the forehead. Kit seems to like that, his smile confirms it. Granny picked Kit up in her arms and carried the bear cub to the kitchen, where she had a plate already fixed for him. She set him down in a chair in front of his plate

"So, do you have a name?" she asked Kit, sitting down opposite him.

"Yeah, I'm Kit, Kit Cloudkicker," he said politely.

After Kit had eaten as much as he wanted, Granny led him through the house, holding his hand as she guided him to a bedroom upstairs which she was letting Kit sleep in.

She opened a bedroom door in the upstairs' hallway, turned on a light and guided Kit inside.

"This will be your room," she said kindly.

Kit look all around the room with a big smile spreading on his face. The room had shelves with model airplanes, few of which hung on the ceiling and he loves airplanes!

"I love it, thank you!" he cried out with joy, hugging Granny around the waist.

Patting Kit's head, she replied: "You're welcome, Kit." Picking Kit up, she carried him over to the bed, placed him gently on the bed, and tucked him in. Then she placed a palm on Kit's forehead, it still felt warm but not hot like it was a while ago.

"At least your fever went down, honey," she said with a warm smile.

"That's good." Kit yawned.

Stroking his head gently, Granny hummed a soothing tune to him, and this time, Kit could make out the words in her hums.

_Amazing Grace, how sweet the sound, that saved a wretch like me...! I once was lost, but now I'm found. Was blind but now I see._

Smiling, Kit fell asleep with a peaceful expression.

The next day, Kit got up out of bed and made his way to the kitchen. He was about to push open the door when he heard two people talking, he stopped in his tracks and listened.

"Zummi, I couldn't just leave him there, he was cold, hungry, scared and alone. And he's just a child!" Granny was saying.

"But you c-could've gotten hurt," another voice said, it did not sound angry, it just sounded concerned. "I-I'm glad you saved the boy b-but you shouldn't be fighting gangsters like that."

"I've handled worse guys then that rookie in my days." Granny said with a faint smile. "Besides, he was going to hurt Kit or worse…I just couldn't sit around and do nothing."

Zummi Gummi sighed. "You're right, as usual. Is he still around?"

Smiling, Granny replied: "Yes, he is here, just outside the kitchen door, as a matter of fact."

The two bears heard a gasp from outside the kitchen door.

"Kit, sweetie, it's okay, come on in, don't be shy." Granny called to him through the door.

Kit pushed the door open and walked into the kitchen.

Zummi Gummi was a purple bear with gray eyebrows, he was six feet tall while his wife, Granny was five foot, three.

Zummi approached the young bear cub and bent down to face him.

"Hey Pit—t-that is your name, right?" he asked with a confused look on his face.

"Zummi has a memory problem, dear. He forgets things." Granny explained, for Kit has cast her a questioning look. "No, Zummi dear, but you were close. Go on, sweetie, tell him your name." she addressed the last line to Kit.

Kit stood up straight and held out a hand to Zummi to shake. "I'm _Kit_," he said plainly and clearly. "Kit Cloudkicker, nice to meet you, Mister Zummi."

"Nice to meet you too…Kit." Zummi said, hoping he got the name correctly this time. When Kit smiled, Zummi smiled and continued: "Granny tells me that you like aero-er-airplanes."

At the mention of 'airplanes,' Kit's face lit up, his smile broadened, and the Gummies could sense the aura of excitement around the young boy.

"That makes two of us," Zummi chuckled. "I have a plane, and maybe if you're good, I'll take you for a ride."

Kit's eyes widened and he practically bounced on his toes!

"_REALLY_?! You mean it?!" asked an hyper Kit.

Zummi scooped Kit up in his arms. "Yes, I mean it."

"You promise?" Kit asked, as though it was not official until he promised.

Zummi chuckles at the boy's enthusiasm toward flying and planes

"Yes, I promise."

"Hey Kit, there's something we been needing to ask you." Granny said.

"There is?" asked Zummi with a confused look on his face, there was a pause while he searches his thoughts. "Oh, yeah, there is."

"I'll ask him, Zummi," she said, taking Kit out of his arms and holding him herself. "Kit darling, when I found you, you were all alone if you don't count that _creep_ who almost hurt you. Well, our question is this: Where are your folks?"

"My folks?" said Kit, scratching his head in a puzzling way.

"Your parents," Granny said.

"Y-you know, your Mom and Dad." Zummi added.

"Oh…" Kit bowed his head sadly, the happy and excited aura the Gummies has been enjoying vanished on the spot! "I don't have a Mommy or a Daddy."

"Oh…" Granny gasped, coving her mouth, and then she looked at Zummi. "He's an orphan, Zummi."

Zummi's eyes where downcast, he looks very sad, he was sad for Kit. _Poor kid._

"Is an orphan a bad thing?" asked Kit, who was getting the wrong idea from this miserable aura that now filled the kitchen.

"N-no!" Zummi half-shouted, he grasped Kit's shoulder in a fatherly way. "No, it's not a bad thing; it just means that you don't have parents to take care of you, n-not that _that's _a good thing…."

"Oh…" Kit stared down at the floor for a moment before looking back up at them. "Would _you_ take care of me?"

"Of course we will, sweetie!" Granny exclaimed before Zummi could reply.

"B-b-but, Martha." Zummi protested.

"Zummi, he obviously ran away from the orphanage where he came from, if we take him back there, he'll just run away again and who knows what kind of danger he'll face next. I will not let that happen! _HE'S STAYING WITH US AND THAT'S FIANL_!"

Zummi stuttered and cowered under his wife's outburst, holding up his hands in surrender.

—**TWO MONTHS LATER—**

Life with Granny and Zummi has been the happiest time in Kit Cloudkicker's life. He stayed with them and Granny taught him to read and write and other educational stuff like spelling and math. She also taught him how to read maps and compasses.

One day, Zummi decided to take Kit for a ride in his plane. It was one of the first cargo planes; it was a navy-blue plane, similar to Shere Khan's planes but smaller. Kit has been so happy to have his first ride in the air.

Granny stood behind Kit who was sitting in the navigator's seat of the cockpit so Kit can practice his navigational skills, which he had learned from Granny, more then once during the trip, she had to correct a mistake he made in his directions. Grammy knew that Kit was special since she has rescued him; he was very intelligent for his age, he just had trouble with confident and self-esteem. He had to be intelligent to have been able to learn the map and compass this quickly; however, there was still room for improvement.

Kit bowed his head, looking put out. "Why don't you do this, you're so much better then me." he made to get up but Granny grasped his shoulder and sat him back down.

"Don't worry about it, sweetie, you're doing fine." Granny said, trying to build Kit's confident

"But I made a mistake." Kit argued, sounding a little pessimistic.

"And from mistakes, you learn," Granny said, with a gentle and consoling hand on Kit's shoulder. "This is just a learning experience for you. Don't be so hard on yourself, Kit, we all make mistakes, but the important thing is that we learn from it so we don't make that mistake again, and if you do make the mistake twice, oh well, learn it again."

"Okay." Kit sighed and continues reading the map. Duckburg was five miles west of their location. But which way was west?

Granny read the map over Kit's shoulder; she was trying to teach him how to tell the directions without a compass.

"Kit, I'll give you a hint. The sun rises in the east and sets in the west. Find the sun and try to see what direction it is sitting."

Kit looked in the direction of the sun, not looking at it directly. It was still morning, so the sun must still be sitting in the east, to go west, they would have to go in the opposite direction of the sun.

"Navigator to pilot," Kit said, Zummi nodded in acknowledgement. "Duckburg is that way," he said, pointing his whole arm at the window of his door.

"R-Roger that," Zummi said with a smile.

"Good job, Kit!" Granny praised him

Kit smiled modestly. "You helped," he muttered.

"Yeah, but you learned!" Granny said, still smiling

"Yeah and that's a big achievement in my book." Zummi said, shifting the plane into the direction Kit had indicated. "One thing about life is that you never ever stop learning. Why, you learn something everyday, sometimes you relearn things."

Kit smiled, he loved these two, they were funny and caring and they take time to educate Kit the best they could.

_BANG_!

A gunshot rang out and engine one went out!

"Monday—er—mayday! Mayday!" Zummi cried into the radio. But he couldn't complete the distress call, a bullet shot through the window and struck old Zummi in the side! Zummi fell forward against the yoke and the plane shot down and spun repeatedly in the air. Kit was thrown against his door, which sprung open and he fell out of the plane and fell out of the sky!

"KIT! NOOO!" Granny yelled, reaching out for Kit, but she was too late, Kit was beyond her reach and falling out of the sky.

The plane flew to the ground and crashed, killing both Zummi and Granny.

Kit was still falling out of the sky when he pulled out his airfoil from beneath his sweater, flipped it open and set it underneath him—not standing on it but sitting on his hands and keens on top of it. Kit was amazed, not only did his airfoil slow his fall but he was gliding through the air! It was then that he knew what the airfoil was for!

He looks below himself and saw a city underneath him. He landed in the street and looked up to see the smoke rising from a crashed plane in the distance.

"No…" he murmured. "NO! Zummi, Granny!" he fell down to the ground and wept. "Why…? Why did they have to die?"

Now Kit was once again homeless and alone in the dark and scary world.

—**FOUR YEARS LATER— **

Four years later found ten-year-old Kit wandering around the street, he had grown into his once-too-big sweater, it fits him perfectly now. Now he was trying to find a job, refusing to steal food, he wanted to pay for it but as always, he was broke.

"P-please sir, there must be something I can do." Kit pleaded with a storekeeper.

"NO! Now get out!" he yelled, whacking Kit on his furry behind with a broom.

"OW! Okay, okay, I'm going!" Kit said as he dashed out of the small store. He sat down on the pavement. He felt like crying but he didn't, crying get you nowhere; a harsh lesson he had to learn while surviving four years out on the streets. "Looks like I'll be eating out of the dumpsters tonight…yuck! I wish I could get some decent food."

After his dinner, which was a moldy hamburger from the garbage, he went out to sneak into an airfield where pilots put their planes in a building for the night. He would climb on top of one of the wings and slept there.

During the night, a hole was being made in the ceiling above the plane on which Kit was sleeping on. When it was done, ropes with hooks wrapped themselves around the plane, pull it up through the ceiling, and was drawn into the belly the _Iron Vulture_, once inside, pirates started running around the plane, taking it apart and adding the parts and pieces to their own warplanes.

A scrawny canine with a Fu Manchu-style mustache, Mad Dog spotted the bear cub, he wasn't so little anymore but he was still smaller then the average ten-year-old. He picked the sleeping kid up by the collar of his green sweater.

"Hey, Captain! Look, we got a double prize, can I keep him?" he asked, he has a nasal, whiny voice.

The Captain, an orange wolf in a blue pirate uniform looked up at what Mad Dog was holding.

"No, you cannot keep him, you idiot!" the Captain yelled, going up to Mad Dog and smacking him in the face with a strong hand. Then he snatched the boy out of Mad Dog's grip and holding him by the collar like Mad Dog was doing. "This is a child, yes, no? You cannot make pets out of children! Although…" He held the sleeping kid up to eyelevel. "We could hold him for ransom… Ooh, I hope he has rich, richy parents." But after examining the kid and seeing the old sweater he was wearing, he could tell that this kid was definitely not from a wealthy family. "Ugh! Never mind, he is worthless!" He said, tossing Kit aside.

Kit jerked awake on contact with the floor. "OW! Hey, watch it!" he snarled, scowling up at the wolf who has purposely dropped him.

A big muscular dog in pirate clothing and a black top hat, snatched Kit up by the collar. Kit was really getting tired of people picking him up in this fashion.

"Hey, put me down!" He kicked out a leg, and then swung a fist, which caused him to spin around on his collar in midair.

"Ye vill show the Cap'n respect or I'll blow yer head off," the big dog said, shoving the barrel of his gun threateningly to Kit's nose. "Now say you're sorry!"

Kit chuckled nervously and pushed the gun away from his face with a finger. "Sorry?"

"Now, dat's more like it!" the big dog purposely dropped Kit to the floor.

"Oof!" Kit landed flat on his belly with his chin on the floor, only to be picked up by the collar once again. This time he did not struggle and was staring into the eyes of the Captain.

"Thank you, Dumptruck, he did hurt my wonderful feelings but it's all better now." The Captain then turned his attention to Kit, who gulped under his gaze. "So, my boy, tell us, what is your name?"

"K-Kit Cloudkicker…s-s-sir." He stuttered with fear.

"Well, Kit Clownkicker, I will give you three choices: One, become my personal cabin boy, two: be shooted out of the sky or three: …uh, what should the third choice be?

"Letting me go free?" Kit put in hopefully.

"I am a pirate! I never let anybody go free!" the Captain shouted at him.

Kit hung his head in defeat.

Another pirate, a short plump dog lean in and whispered something in the Captain's ear.

"Ah, yes, yes! Thank you, Gibber." The Captain said, and Gibber grinned with pride. Turning his attention back on Kit again, he continued: "Or three, join us and become a pirate."

Kit was silence for a moment, thinking his options over. He didn't really have anywhere else to go and these guys have planes and maybe they will teach him to fly and get him a plane. Joining the Air Pirates sounds a lot better then being shot and dropped out of the sky or being a personal cabin boy to this crazy Captain!

"I chose three…" he said.

The Air Pirates roared with cheers and applause, firing their guns off. The Captain smiled.

"Well then, I, Don Carnage, hereby dub you, Kit Clownkicker—"

"It's Cloudkicker, sir."

Don Carnage raised a hand as though to smack Kit, but he grasped it with his other hand and force it down. As many of his crew hated child abuse, they might turn on him for hitting Kit.

"Do not interrupt me." Don Carnage hissed through gritted teeth, his face twisting in anger.

"Sorry." Kit said quickly.

"I, Don Carnage, hereby dub you, Kit Cloudkicker as a member of the Air Pirates!"

—**Back to the Present—**

"…and I stayed with them for a year until they were no better then the orphanage," Kit said, who was sitting on Mathew's lap as he told his life's story. "Well they had no rules, but a few of them made fun of my size and they'd hit me if I refuse to give them my plate of food. That's partly why I got sick of them and ran away."

"Partly? What are the other reasons you ran away from them?" asked Mathew, who has just endured over an hour listening to the hard and harsh life his son had been through. It was no wonder he did not tell Baloo everything about his past.

Kit sniffed and a tear slid down his cheek. "Because—because, it was Don Carnage who attacked the plane I was on with Zummi and Granny, I loved them and he killed them!" he sobbed and hid his face in his Dad's chest.

Mathew just sat there in shock, absentmindedly rubbing the back of Kit's head consolingly

"Oh..." he said numbly. "I'm sorry…"

Kit continued to cry in his Dad's chest. Mathew looked over at Baloo for help.

"It's okay, Lil Britches," Baloo said quietly, coming up to Kit and patted him gently on the back. "At least now we know your story, we won't ask ya ta tell it again, it's bad enough for ya ta tell it once. From now on, you're with us, we're buddies, pals, a team; we're not going to leave you…ever."

Kit pulled away from his Dad and hugged Baloo around the neck.

"Thanks, Papa Bear."

**Author's Note:**

**WHOO! That was a long chapter! I hope this Double Sundae update was good and well worth the week-or-more-long wait! Please review on your way out. **

**As another note, Zummi and Granni (I spelled it with a 'y' in the story because 'Granny' looks better then 'Granni') are from Disney's The Gummi Bears, they look exactly the same as the Zummi and Granny in my story, except mine are not dwarf-size, Granny is Rebecca's size and plump. Zummi is six feet tall and he wear a pilot uniform and no hats. I hope I made their personalizes remain unchanged. **


	6. Chapter 6

**Disclaimer: I do not own TaleSpin.**

**Chapter Six**

Four years ago, Kit was eight years old and on his own in the streets for the third year running. He was wandering around dark allies, trying to find some food in the garbage, although he hated going through the garbags for food, it was the only way he can catch a meal without stealing. He was busy searching a garbage bin for food when he was grabbed from behind by the collar of his slightly too big green sweater, He found himself staring into the yellow eyes of a brown wolf.

Looking around, he saw that he was surrounded by other wolves and dog-type people. It was a scary sight for the young bear cub, everybody was baring their teeth and snarling at him.

"This is our alley, kid, get out of here and stay out!"

Poor little Kit shivered with fear and stuttering an apology.

The wolf pulled back a fist and Kit screamed: "I'M SORRY!"

But the wolf paid no attention and threw a punch at Kit's face and all went black…

"Kit! _KIT!_ Wake up, Lil' Britches!"

Kit was screaming, tossing and turning violently, getting tangled in his bedcovers. twisting around in his bed, his arms and legs swinging everywhere, until he got all tangled up in his bedcovers and could not move.

Baloo grabbed Kit gently by the shoulder and shook him. When Kit's screams subsided into whimpers, Baloo lifted Kit up off the bed with him still wrapped his bed covers.

"Man, this is the fourth time this week!" Baloo groaned as he moved toward his bed on the other side of the room.

Ever since Kit had told Baloo and Mathew about his dark past five days ago, he has been deeply troubled by nightmares of his past, haunting him in his sleep.

Baloo and Mathew knew the story about the wolf who punched Kit when he was eight, after the punch, Kit woke up inside the trailer of a truck and had no idea where he was going. Eventually, he ended up in Usland City, where he spent the next two years roarming the streets, never staying in one place for too long, When he was ten, he met the Air Pirates and a year after that, he ran into Baloo. He was still eleven when they met and turned twelve three months after to their meeting.

Baloo sat down on his bed with Kit in his arms and cuddled the boy consolingly. Kit's face was twisting and then slowly it relaxed and Kit opened his eyes and stared into Baloo's.

"Hey there, Lil' Britches." Baloo whispered, holding Kit to his chest and rubbing the back of the boy's head gently. "You were in the thundercloud zone again." Kit knew that the thundercloud zone was Baloo's way of saying a bad dream or a nightmare.

Tears begin to flow from Kit's eyes as he let out a sob and buried his face in Baloo's chest.

"Oh, Baloo." He murmured with a sniff.

"Now, now," Baloo said gently, still stroking Kit's head. "Shh, calm down, Lil Britches, Papa Bear's here and ain't going no where."

Baloo disentangled Kit from his bed covers and as soon as Kit's arms were free, he flung them around Baloo's neck and hugged him very tightly.

"I can see now why you didn't wanna tell me about yer past, I'm sorry ya had ta tell the tale, Lil Britches, I didn't want ya ta have nightmares over it."

"It's okay, Papa Bear," Kit whispered with a sniff, tears still leaking out of his eyes. "I'm just glad I got it off my chest after all these years. It's like a heavy weight that's been lifted."

"Yeah, well, I still wish ya didn't have ta have nightmares of it."

"So do I," Kit said, sounding a little bitter. "Where's my Dad?"

"He's out on a cargo run to Thembria; he should be back in a little while." Baloo answered with a glance toward the clock on the bedside table between his and Kit's bed, which read seven o'clock in the morning.

Kit groaned. The inhabitants of Thembria were the type of people that always expect to be at war with the outsiders and have ridiculously strict laws and rules, which, if broken in the slightest, they shoot you.

After spending a few rough days in one of their junior flight school, (which turned out to a bit of a joke) the only thing Kit learned was to hate the place. Classes were all about Colonel Spigot teaching the class Thembrian poses. Kit wanted to fly! When he established his desire to fly, he was sentenced to peeling a large pile of turnip. Although he had been through much worse in his life, that had been so unfair to him, it was like being punished for simply wanting to fly…That has been harsh.

His worries for his Dad must have shown on his face, because Baloo placed a hand on his shoulder.

"Don't worry, Lil Britches, your Dad can handle himself, he was Darkwing Quack's substitute sidekick for a while after all…"

"Duck, Baloo, Darkwing _Duck_." Kit corrected him,

"Yeah, that. Besides, if he does run into trouble with ol' Spiggy, he can just hightail it out of there with overdrive."

Baloo was just trying to stay positives and keep Kit's mind off things, feeling that the kid already had a heavy burden on his shoulders that no kid should have.

"I don't think so, Baloo…" Kit shook his head. "Dad told me that he doesn't always use overdrive to get out of trouble, most of the time he doesn't even needs it, and he'd just do as you usually do, fly around with fancy moves and shaking the other planes off his tail. Beside, he also told me that using overdrive every time he's in trouble would burn too much gas and it would bad if runs out before reaching his destination."

"Sounds like the two of you had a nice long chat the other day." Baloo commented.

"Yeah, we did." Kit said with a smile. "Just catching up with the twelve years we've missed as father and son. My Dad doesn't place total reliance in things, he doesn't rely on overdrive to get out of tight spots, he relies solely on his flying skills, only when all else fails, then he resort to using overdrive."

"Ya know, that sounds kinda like me, I never used overdrive in the _Sea_ _Duck_ that much, come to think of it, I've only used it three times before I burned it out. The first time was a test drive, the second time I used it to escape Pirate Island—" Baloo suddenly stopped speaking. He remembered leaving Kit behind with Don Carnage; he regretted it and he might live throughout the remainder of his life with that regret.

Even though Kit had already forgiven him for believing his act of betrayal was real and leaving him behind, Baloo just could not forgive himself for it, so he decided that no matter what, through thick and thin and no matter the cost, he was going to stick with Kit.

**

* * *

****FLASHBACK**

Even with the supersonic speed of overdrive, Baloo could still see Kit falling to his doom from the _Iron Vulture _that was looming over Cape Suzette_._

_NO! I ain't gonna lose him again! _Baloo thought with determination written on his face as he steered the _Sea_ _Duck_ toward Kit.

Knowing he only had a few seconds and one chance to catch Kit, he push the flight stick to the left with all his might as steering the plane at that rate of speed was difficult! He reached out of his window just in time to catch Kit by the collar of his sweater.

Kit look up at the large bear with surprise and relief.

"Baloo!" he exclaimed happily.

"I got ya, Lil' Britches." Baloo said as he pulled Kit into the_ Sea Duck_ and set him gently in the navigator's seat.

"You—you came back for me." Kit said, looking at Baloo as though amazed that a great pilot like Baloo would come and save a street rat and ex-pirate like him.

"Uh, you forgot this;" Baloo said, handing Kit back his baseball cap. Kit accepted it and put it on forward. "Aw, didn't I learn ya?" he grasped the red brim of the blue cap and turned it around backward. "The navigator wears it that way." The overhead controls suddenly blew up sparks of electricity and the _Sea_ _Duck_ suddenly lost its' supersonic speed. "Oh great," Baloo pulled the ceiling lever back. "We're a mess."

Suddenly, a spotlight shone upon the _Sea_ _Duck_ and Kit gasped.

"Baloo—the Lightning Gun!"

Baloo steered the _Sea_ _Duck_ away from the spotlight and bolt of lightning struck the water where they had been seconds before.

Baloo flew toward the city as more lightning bolts struck behind them.

"Time for a little hide-and-seek," grinned Baloo as he flew toward a bridge, landed under it, drove the plane to the right and hid inside the bridge. No sooner had they hid inside of the bridge, the Lightning Gun struck the bridge the way they came in.

Inside the cockpit of the _Sea_ _Duck_, Baloo looked down at Kit. Kit was looking straight ahead, not saying anything.

"Um, Kit…" Baloo said, Kit looked up at him. "I heard ya on the radio…" he reached over, lifted Kit out of his seat and hugged him close to his chest. "…I'm sorry, Kit," Baloo sniffed, getting emotional all of a sudden, a tear slid down his cheek. "You were saving my skin and I left you behind with those pirates and they almost killed ya! I won't do that again, kid!"

"It's okay, Papa Bear," Kit said, laying his head on Baloo's chest. "You're here now and I forgive you. And um... thanks for saving me."

"Hey, you saved me and I saved you, we're even kid," said Baloo sounding cheerful again, but on the inside he was still mad at himself for leaving Kit. _I almost lost my navigator and best friend to my own stupidity! I will not do that again! From now on, no matter what, I'm gonna stick with Kit through thick and thin! And I'm never turning my back on him again. _

That's when Baloo had solemnly swore to himself that he would always be there for Kit and protect him when he's in harm's way, clothe him when he got nothing to wear, give him food when he's hungry, make him happy when he's down in the dumps, to cuddle him when he's lonely or sad. He is not going to let anything happen to his navigator, partner and best friend.

"Well, Lil' Britches," Baloo said, picking up the radio mic. "What ya say we call Becky and go on home?"

"Yeah!" Kit exclaimed excitedly. He missed Rebecca, Molly and Wildcat, and then his excited mood suddenly vanished as quickly as it had come and he slumped down in his seat, looking depressed.

"Hey, why the long face, kiddo?" Baloo asked, looking at Kit with concern. How can a kid suddenly switch moods like that?

"What if they're still mad at me, what—what if they hate me?" Kit sniffed and wiped his eyes. "And I tore Molly's doll… she's not going to be happy to see me."

Baloo reached over, picked Kit up once again and hugged him tightly.

"Now, now, Lil' Britches." Baloo said consolingly, patting Kit on the side of the head as he started whimpering. "They don't hate ya and I don't think they were ever mad at ya. Rebecca even tried ta get me ta come back for ya, she refused ta believe that you've gone bad, but I was too dumb ta listen. Sorry I thought your little show was real."

"Really?" Kit asked, looking up at Baloo as though hardly daring to believe his ears. "Even after all the stuff I said and did?"

"Becky's sharp, she saw through your little act, but not me. She knew it wasn't real."

Kit smiled a teary smile as he tightened his embrace on the larger bear.

Baloo sat Kit in his lap, got out a piece of paper and pen, and wrote on it.

_From Pilot to Navigator, I will never leave you nor forsake you -- ever again. Signed, your Papa Bear, Baloo. _

"Here, Kit," Baloo said, handing him the paper he had wrote on. "Let the words settle in yer heart."

Kit took the message and his eyes filled with tears as he read it.

"Oh, Baloo!" he sobbed joyously as he flung his arms around Baloo's neck. "Thank you, I won't leave you either!"

They shared the emotional moment for a bit longer before Baloo set Kit back in his seat again.

Holding the radio mic, he said to Kit: "Would you like ta do the honors or shall I?"

"Um…" Kit said hesitantly. "You."

"Okay, suit yourself," Baloo shrugged. Smiling, he spoke cheerfully into the mic. "Come in, Higher for Hire, come in."

"This is Higher for Hire." Rebecca's voice responded. Kit's heart swelled at the sound of her voice, he had missed the lady whom he viewed as a surrogate mother. He grinned from ear to ear.

"Ya know Becky, I still don't like that name." Baloo chuckled.

"Baloo?" Rebecca sounded overjoyed and relieved.

"Yea, me and Kit," Baloo smiled, glancing at Kit. "We're coming home."

Wildcat, Molly and Rebecca cheered in the background.

Kit felt his heart was going to burst with the emotion. They wanted him home, they were cheering at the news of his and Baloo's return. He felt loved and wanted, a feeling he wanted all his life, it was all freely given, and he did not have to do anything to earn their love or prove himself worthy of their love. He smiled a teary smile as the _Sea Duck_ glided across the water toward Higher for Hire.

**END OF FLASHBACK**

* * *

"…and the third time was to save me…" Kit said, completing Baloo's uncompleted sentence.

"Yeah," Baloo said with a grin, before scooping Kit up into a bear hug. "And I don't regret it, if given a second turbo engine, I'd burn it out again for you, Lil Britches, cuz you're one special kid." He gently pushed Kit's head against his chest and gave it a massage and then he massaged Kit's bear ear, to which, Kit moaned with pleasure, it felt so good.

"Oh, yeah…" Kit said lazily, closing his eyes in relaxation. "That feels good, Papa Bear." Before he knew it, he fell into a doze, his head resting on Baloo's chest.

Baloo held Kit in his arms, sitting on his bed.

_I figured he needed a little more shuteyes;_ Baloo thought as he rock Kit back and forth in an attempt to keep him in his relaxed state while he slept. _Those annoying nightmares were really getting to him; he acts so tired during the day and can hardly sleep at night with the nightmares botherin' him. Might as well go ahead and take my morning nap while I got him snoozing…Funny, I haven't had a morning nap since I met ol' Becky_

Baloo lay back in his bed, laying Kit's small form across his great belly with Kit's head still resting on his chest.

A few minutes passed by and then the door to their bedroom opened ajar, and one of Rebecca's eyes peered through the crack.

"Aww, how cute," she cooed with a smile. Deciding on the spot to cut Baloo some slack and let him sleep, she thought: _Kit's need of sleep is far greater then my need for Baloo to do his morning cargo runs. I'll just call in sick for Kit at his school, the poor boy needs some rest, his grades been slipping slightly and it is all because of those nightmares! And I'll just have Baloo do his cargo run later this afternoon._ Taking one last look at the pair of them and wishing she had her camera, Rebecca smiled as she backed out of the room, closing the door silently behind her.

She made her way downstairs, seated herself behind her desk, and begins making phone calls. First to Kit's school, to let them know that Kit would be absent that day and then to their clients, letting them know that their cargos would be arriving late because one of their staff members was in no condition to be flying until he get all rested up.

As she hung up the phone after calling the last client on her list, she heard the familiar roar of the Superflight one hundred engines overhead and knew that Mathew was back from his nighttime shift. She was amazed that it sounded so much like the _Sea Duck_, but then she reasoned with herself that the _Sea Duck_ and the _Phoenix_ were same planes except for colors and style.

"DARN IT!" she heard Mathew yelled and then _BOW_! The sound of fist on wood could be heard. "Oh, I'm sorry, baby." She heard Mathew say in a gentle, consoling voice. "Did those bad Thembrians hurt you?"

"He is so much like Baloo, except he's not a lazy slob." Rebecca mused to herself. "And he doesn't have a big belly," she added as an afterthought.

A moment later, Mathew came into the building, looking angry about something.

"Those idiotic Thembrians!" he muttered darkly under his breath. "Just wait till I get my hands on that little squealing pig!"

"Had a bad night?" Rebecca asked casually, she had a feeling that by 'little squealing pig' he was referring to Colonel Spigot.

"You don't know the half of it!" Mathew growled, slumping into an armchair that was usually occupied by Baloo. "I was just doing my job, delivering their stinking cargoes and while they were unloading, they marked my plane with a stamp that marks it as theirs to sell. I wiped it off and said it was my plane, not theirs and they pointed their guns at me! Luckily, I always carried one of these with me."

Mathew reached into his brown flight jacket, and withdrew a small blue canister.

"What is that?" Rebecca asked, staring at it.

"This was a gift from Darkwing Duck. Close your eyes and count to three."

"Why?"

"So I can demonstrate how this work."

"Okay then…" Rebecca obeyed and closed her eyes. "One… two… three..." She opened her eyes and Mathew was gone, as if he vanished. Then a cloud of blue smoke burst forth in a corner of the room and a dark voice of mystery spoke from the within the smoke

"I am the terror that flies in the night… I am the aviator that shoots down the planes of evil… I am Darkwing Bear!" Mathew appeared out of the smoke, holding up his arms as though spreading out his invisible cape.

Rebecca covered her mouth with a hand and giggled, he looked funny holding his Darkwing Duck pose.

"Heh-heh, Darkwing Bear…" Rebecca chuckled.

Mathew put his arms down, stood up straight, and chuckled a bit.

"I'm glad you're amused. Anyway, I had to use one of those to make a quick escape. And then that little Spigot guy sent men after me and boy, are they the stupidest pilots I've ever encountered, they're easier to lure into a trap then the Air Pirates, they're just more of a threat with guns on their planes..."

**

* * *

****FLASHBACK **

Mathew was flying the _Phoenix_, leaving the Thembria boarder with the Thembrian warplanes hot on his tail. Some of them started shooting at his plane.

"Oh, no, not my baby!—GRR, y'all _SO_ gonna pay for that!" Mathew growled as he swayed the plane to the left and then to the right to avoid the oncoming bullets flying everywhere. "Now's a good time to try one of Baloo's moves..."

Pulling back on the flight stick with all his might, he brought the plane pointing up and then pushing forward on the flight stick just a little bit, he was flying upside down over the Thembrian warplanes. Then he pushed forward on the stick some more and then pulling back, the plane was upright again, flying behind the warplanes. Then Mathew reached beside him and pushed the engine throttle forward, increasing the power level of the plane and giving it a little more speed, moving closer to the plane in front of him.

"This is what happens when you shoot at Mathew Cloudkicker's plane!" he growled as he came right up to the tail section of the warplane in front of him and chopped off the tail wing with the spinning propeller blades! Mathew watched as the warplane fall out of the sky with the whole tail section missing! "Ha-ha, ya _SO_ deserved that!"

With a few more aerial tricks, some of his own and some of what he learned from Baloo, he was able to shake all the Thembrian planes off his tail and even caused a few of them to crash, he made it out of there without using overdrive.

"That'll teach them not to shoot at my plane!" Mathew said, still angry about the whole thing.

**End of Flashback**

* * *

"So that's it, no more business with Thembria!" Mathew was saying to Rebecca, and seeing that Rebecca was about to protest, he added: "Even if it's not me going up there, I don't want to put Kit in that situation."

Rebecca sighed in defeat. "Okay, no more Thembrian clients."

"Thank you, Rebecca. By the way, why is the _Sea_ _Duck_ still here, shouldn't Baloo be off shipping cargoes by now?"

"He will this afternoon," Rebecca replied. "I decided to let him and Kit sleep in, for Kit's sake."

"What's wrong with him, is he sick or something?" Mathew asked, sounding worried.

"No, he just has lack of sleep, he had another nightmare. Baloo managed to calm him down and got him to go back to sleep and I couldn't bring myself to make them get up and go to their daily activities."

"Another nightmare?" Mathew groaned, clapping a hand to his forehead in despair. "That's the fourth time this week!"

"Yeah, he's exhausted at school in the last three days and his grades are slipping." Rebecca said. "Did he tell you what his nightmares are about?"

"No, he told Baloo, I wasn't here to comfort him so Baloo did and Kit told him." Mathew told her. "Kit's nightmares contain flashes of his dark past. Those lowlife scums really scarred my son, he's been physically and emotionally abused, it ain't a pretty childhood. He had his trust abused which resulted in his mistrust of adults and he had food snatched out of his hands!" Mathew clenched his fist hanging at his side, shaking in righteous anger. "DARN IT!" Without warning, he spun around and punched the door frame with a fist. "DARN IT ALL!" he punched the door frame again, making a small hole there. "I wish I had been there to protect him! But I couldn't…" He spoke the last word with a sob, tears slid down his cheek, his head leaning on the dented doorpost.

Rebecca looked at Mathew sadly. She knew Kit had a rough life and although she didn't know nearly as much as Baloo and Mathew did, she loved Kit as a son.

She placed a hand on Mathew's shoulder, the knowledge of what Kit been through must be tearing him apart, she could not even begin to imagine his grief of being incapable of protecting Kit.

"I'm sorry, Mathew," Rebecca said softy, "but there was nothing you could've done, you had no way of knowing what was going on in Kit's life. And I know that had you known, you would've been there in a heartbeat and those bad guys would've been incapable of movements for a long, _long_ time after you were through with them. All you can do now is love him and be there for him when he needs you."

_  
_Mathew turned around and slumped against Rebecca's shoulder, sniffing with tears flowing out of his eyes.

"I-it's just not fair, Rebecca," he sobbed. "For a kid to go through all of that, it's not fair…!"

"Shh, I know, I know it wasn't fair." Rebecca said consolingly, patting Mathew on the back of the head.

"He was just a little kid! He didn't deserve those harsh and cruel treatments!"

Mathew was a tough guy, he rarely get this emotional but he really loves Kit and stabs him in the heart to know what his son had been through.

"I know, but there's nothing you could've done." Rebecca said. "But now that you're here, you can be there for Kit from now on."

Mathew sighed and straightened up. "You're right, Rebecca, I can't undo the past, what's done is done. But I wish that was _me_ instead of Kit."

"No, don't say that!" Rebecca said, suddenly stern. "I don't want that happening to you or Kit. I also wished that Kit had a better childhood, in fact, I wish he ran into Baloo the day he ran away from the orphanage."

"Yeah, that would've been nice…" Mathew said, and then he yawned. "Oh, man, I've had a long night, I'm turning in."

Mathew went upstairs, Rebecca watched him go with a pitying look in her eyes.

_A father's love for his son is a powerful thing_, Rebecca thought as she returned to her desk_. 'Greater love has no one than this, than to lay down one's life for his friends.' That verse applies to fatherly love as well. _

The door to Kit and Baloo's room creaks open and Mathew silently crept in. He looked over at Baloo's bed and saw his son resting on top of the large gray bear, both snoozing peacefully.

Smiling to himself, he walked over to the pair of them and patted Kit's head very gently. Kit smiled pleasantly in his sleep, as if he knew he was safe in this bear's present.

"I love you son," Mathew whispered in his son's ear. "And I'm proud of you. I won't let anything happen to you from now on." Straightening up, he cast a look of longing at Kit's empty bed on the other side of the room. "I'm sure he won't mind if I take his bed." He let out a yawn as he made his way over to Kit's bed and slump down upon it and was instantly asleep.

**

* * *

****Author's Note: **

WHOO! Another long update! Now onto the information.

In Baloo's flashback, it is the scene where he was using overdrive in the fourth of the four-part _Plunder and Lightning_ episodes to save Kit, up until the bridge was shot down then I added my own extended version of it. Instead of Baloo calling Rebecca after the bridge was struck down, I figured there must have been a period before that in which Baloo and Kit had an emotional showdown with Baloo apologizing and promising that he'd never leave Kit like that again.

The mention of Kit taking the so-called 'flight classes' in Thembria, is from episode 46: _Flight School Confidential._

The quotes of "_I will never leave you nor forsake you_" and "_Greater love has no one than this, than to lay down one's life for his friends_" These are actually verses from the Bible, the first one can be found in Hebrews 13:5 in the bottom part, the second one can be found in John 15:13. (NKJV)

What did you think? Was it bad, good or okay? I really hope you're enjoying this. Your reviews are requested on your way out.


	7. Chapter 7

**Disclaimer: I do not own TaleSpin!**

**Chapter Seven**

Far away from Cape Suzette, the _Iron Vulture_ was hovering over the sea, and inside, a furious Don Carnage was storming through the _Iron Vulture_ toward his cabin.

"Who flies that super-fast red plane?" he demanded, smacking Mad Dog (who has been following him) across the face. "I must know before I put my wonderful plans into action!"

"Ow…" Mad Dog whined, rubbing the spot where Carnage had struck him. "What is your plan this time, boss?"

They had entered the dark room of Carnage's cabin before Carnage rounded on Mad Dog.

"HOW DARE YOU QUESTION MY GLORIOUS SELF! I OUGHT TO HANG YOU BY YOUR PINKIES!" exploded Don Carnage. He had been in a very bad mood ever since the last encounter with the 'super-fast red plane' as he calls it.

"Sorry, Captain." Mad Dog said in his usual whiny nasal voice. He hope his captain will forget to punish him later.

"Really, if that's how you treat your men, I can't wait to see how you treat your enemies," said a voice from the darkness, it was a deep, cool voice that sent a chill up even the furious Don Carnage's spine.

"Tell me, foolish shadowy-type person, what is your name?" asked Don Carnage, "So I can carve it on your tombstone!" he added, withdrawing his sword, taking a swipe at air with it and slicing Dumptruck's top hat in half!

Instead of a reply, he heard a motor roaring to life, and out of the darkness, came the blade of a chainsaw, which sliced his sword into a dagger!

"MY SWORD! MY BEAUTIFUL SWORD!" screamed Carnage, falling his knees as though he had just lost his firstborn son.

"Ah gee, get a grip, Carnage. Just be thankful it wasn't your _head_ I chopped off." The voice said in a cruel tone.

"Alright, who are you?" Carnage demanded as he stood up.

A white feathered duck in a red hat, yellow and red outfit with a black cape and mask stepped out of the darkness.

"Back in St. Canard, they call me NegaDuck." NegaDuck looked around the room. "Not bad of place you have here, it's perfect for my evil plans."

"Really, and what are these insignificant plans of yours?" asked Carnage.

"Okay, first you will give me command over this iron bird of yours."

"_Iron Vulture_!" Carnage snarled through gritted teeth.

"Yeah, yeah," NegaDuck said carelessly, waving a hand dismissively. "Then, with the help of my friend, Megavolt, we will rebuild the Lightning Gun and take over St. Canard and then Cape Suzette!"

"You idiot!" Carnage screamed at him. "It will never work!"

"And just why not?" NegaDuck asked coldly.

"Because you need the Stone to power it up! And we do not have the Stone anymore!"

"Ah, but that's where a certain boy comes in. I think you know this boy quite well, considering he was your protégé."

Carnage looked livid, but calmed himself. "What does Kit Cloudkicker have to do with anything? He is a worthless orphan."

"Not anymore," NegaDuck seated himself in Carnage's chair as though he owned the place. "He is very valuable to two bears, and these bears will do anything to save his worthless hide. I already sent the Liquidator to capture our little bear cub friend."

"And what are your purposes in capturing my worthless ex-protégé?"

"Ah, I will reveal that to you in time. First, Megavolt will rebuild the Lightning Gun, and then when the Liquidator returns with that kid, we'll move on to phase two of my plan."

"Okay, but I'm de one who gives de orders around—" Carnage suddenly stopped speaking when NegaDuck pulled the string on his chainsaw, starting it up and wielding it dangerously close to Carnage's nose.

"You were saying?" NegaDuck asked testily, still holding his faithful chainsaw.

"Heh-heh," Carnage said nervously, holding his hands up in surrender. "You're da Captain…"

NegaDuck grinned evilly. "I thought so." He said as he put his chainsaw away.

**Back in Cape Suzette **

Mathew hummed a merry tune as he moved gratefully toward Rebecca's deck, holding a briefcase in one hand.

"Oh, Rebecca…" sung Mathew happily, as he placed a briefcase on top of her desk and opening it to reveal its content, it was money.

"What's this?" asked Rebecca, staring at the money as though hardly daring to believe her eyes.

"Oh, just fifty thousand dollars for the _Sea_ _Duck_." Mathew said, sounding casual. "Now hand me the deed and I'll be on my way."

"But why? You have the _Phoenix_ and it's exactly the same as the _Sea Duck_."

"I owe Baloo a favor, so I'm buying his plane back for him." Mathew explained. Rebecca suddenly frowned.

"Sorry, no sale." Rebecca said, closing the briefcase and shoving it back into Mathew's arms.

"B-b-but Rebecca, why?" stammered Mathew, confused. He had not expected Rebecca to refuse.

"If Baloo wants his plane back so badly, he'd buy it himself."

"Do you honestly think that bear have enough self-restraint to save up that much?" Mathew asked testily.

Rebecca sighed. "No, I don't and I prefer it that way, I don't want Baloo to leave."

"He's not gonna leave…"

"Mathew, he's only working for me until he can buy the _Sea_ _Duck_ back and then he's out of here." Rebecca explained.

"Rebecca," said Mathew, sounding a little desperate. "I'm giving Baloo two favors, I already gave him the first one and now I just need to buy back the _Sea_ _Duck_ for him."

"What was the first favor you gave him?—A gift certificate for free Krakatoa Sundaes at Louie's for a year?"

Mathew smiled slightly. "No… I appointed him Kit's godfather."

Rebecca stood there, frozen, stunned by what she just heard.

"That is quite a big favor you gave him," Rebecca said. "He always loved Kit as a son but for some reason, they never discuss Baloo adopting him. I guess Baloo feared that the people at the Child Welfare would refuse him custody of Kit and take Kit away."

"Well he won't have to worry about that anymore," Mathew said with a smile. "I have custody of Kit and I prefer those two together, they're good buddies and I'd hate to separate them. Beside, since I made Baloo his godfather, if something happens to me, Baloo will have automatic custody of him."

"Are you sure it's wise to put so much faith in Baloo like that?" asked Rebecca.

"Yes, I'm sure." Mathew said seriously. "He may be unreliable and irresponsible at times, but he loves and cares for Kit so much that he'd be willing to do anything for him, even if it means giving up _Sea Duck_ and becoming a little more responsible. Face it, he may be lousy when it comes to working, but when it comes to flying and being a friend, you really couldn't ask for anyone better. Flying and being your friend are his best qualities."

"I guess you're right," Rebecca said, nodding her head in agreement.

"Now back to business," Mathew said in a business-like manner, placing his briefcase on desk once more. Then he reached into his flight jacket and pulled out an official-looking paper and handing it to Rebecca.

Rebecca took it and read it. "So you two came to the agreement that if you buy back the _Sea_ _Duck_ for Baloo, Baloo must keep working for me or else the plane is yours, right?"

Mathew nodded.

"Very good, Mathew," Rebecca said, approvingly, impressed with the way Mathew handled things. "He'd get his plane back but he won't be able to leave and I'd get fifty thousand dollars! It's brilliant!"

"Yeah, I wanted him to have his plane back, as a fellow pilot, I know how he feels about his plane, but at the same time, I didn't want him to leave. Because if he goes, Kit would go with him and I know that Kit prefers it here, as I told Baloo, this is his home and this where he is the happiest, with you, Baloo, Molly and Wildcat."

"Well, since Baloo can't quit Higher for Hire without losing his plane, I guess you got a deal!" Rebecca said, snatching the briefcase of fifty thousand dollars out of Mathew's hands and handing him the keys and deed to the _Sea Duck_. "But if you don't mind my asking, where did you get all this money?"

"It's not really my money," Mathew said. "Scrooge McDuck owed me a favor a couple of years back; I once saved his three grandnephews from falling into a pit of lava. He was so grateful, he said if there was any way he could repay me, just give him a call. Well at the time, I had plenty of money to do me a few more years in my search for Kit so I said I'll call him back later.

So yesterday, I went to Duckburg and asked him for a hundred thousand dollars. Very reluctantly, he granted my request and made it clear that that one favor was a one-time deal, no more favors from him. Therefore, I have fifty thousand dollars for the _Sea_ _Duck_ and another fifty thousand to save in the bank for a rainy day. You know, to pay for Kit's dentists and doctors, and if he ever ends up in a hospital, at least I'd be able to pay for it."

"That's a great idea, Mathew; you're going to make a wonderful father." Rebecca said.

"Well, I love him and I want to be able to provide for him as well as making him happy."

_BOOM_!

The whole building shook as though an earthquake was happening.

"What's going on?!" Rebecca asked in alarm.

"I don't know!" Mathew said, managing to keep his balance.

"Baloo! Hey—LEMME GO! Help! DAD!" Kit yelled from upstairs.

"Oh, no, Kit!" Mathew took off up the stairs toward Baloo and Kit's bedroom and threw open the door.

Baloo was trapped inside a giant bubble made of water and Kit was also in a bubble but his head stuck out of it so he could breathe.

"The Liquidator!" Mathew gasped as he saw who was holding his son, it was a dog made of water! "Let him go!"

The Liquidator turned, smirking to Mathew. "Here's a message from NegaDuck," he said. "Give us the Stone, or the kid gets it!" He turned to leave through the window.

Mathew quickly reached into his flight jacket and withdrew a black gas gun with three purple rings below the barrel, which was given to him by Darkwing Duck. He then withdrew a white canister from his pocket and shoved it into the barrel of the gas gun.

"Suck gas, evildoer!" Mathew said, quoting Darkwing Duck's famous line while taking aim at the Liquidator and shot the canister at him.

The canister hit the Liquidator as he turned around to face Mathew; it went through the surface of his belly, and settled inside him.

"Is this supposed to hurt me?" the Liquidator asked, mocking Mathew's efforts.

"No…" For some reason, Mathew was smirking. "Worse, you see, that canister contains clay mix, which if mixed with water, it turns into clay, and since you're made of water, your body is flowing that clay mix everywhere…"

"WHAT?!" yelled the Liquidator, examining his free hand, it was no longer blue water, but wet gray clay! And looking down, he saw that it had spread all over, his entire body was now clay!

Mathew, still smirking, pocketed his gas gun. "I gotta remember to thank Darkwing for giving me one of his spare gas guns."

He walked over to the Liquidator, now frozen, the clay had dried remarkably fast. The bubble Baloo was trapped in burst and Baloo fell to the floor, coughing.

"Who—what _was_ that?" Baloo fluttered, still coughing.

"That was the Liquidator, a villain from St. Canard." Mathew replied, taking a hammer from a toolbox in the corner of the room, he walked over the statue of the Liquidator and breaking his clay-made wrist with the hammer, thus, freeing Kit from his grasp.

"Thanks Dad." Kit said gratefully, standing up.

Mathew scooped Kit up in his arms and hugged him.

"Why did that water…thing try to take me?" Kit asked with a nervous glance at the broken pieces of clay on the floor.

"Yeah, I'm wondering that myself." Baloo said, straightening up.

"I don't know…" Mathew confessed. "Do you have anything valuable?"

"Me? Are you kidding? The only things I have are this sweater," Kit picked at the collar of his green sweater for emphasis. "This cap," he pointed at the blue cap with the red brim on his head. "And this airfoil." He withdrew the airfoil from the inside of his sweater and flipped it open.

"Well, I can't think of any other reasons why the Liquidator would attempt to kidnap you." Mathew said.

"'Give us the Stone'…" Kit muttered, repeating the Liquidator's words with a thoughtful express. "The Stone…" and then it hit him! His eyes got very round with a mixture of shock and surprise. "Oh my gosh! They're after Shere Khan's Stone!"

"Stone? ...Shere Khan…What kind of stone is this… 'Stone'?" asked Mathew, his fingers did an air quote on the last word.

"It's a sub-electron amplifier, which means it can create an unlimited amount of electricity." Kit explained. "It's what powered up Lightning Gun."

"Sounds like something Megavolt would want." Mathew remarked.

"Lemme guess, _another_ villain from St. Canard." Kit said, rolling his eyes.

"Yes, but this guy is a person with electrical powers and with the Stone, he could be more dangerous then he already is, probably would be Public Enemy Number One if all that electricity weren't frying his brain…"

"Don't tell me you brought some of St. Canard back here with you." Baloo said, looking a little worried.

"I'm not sure, Baloo," Mathew said with a serious expression. He looked down at Kit. "It appears that they're after Kit, and if that's the case, you and Kit must leave here as soon as possible."

"But what are you gonna do?" asked Baloo, with a hand on Kit's shoulder.

"I'm gonna call the Organization Phoenix and we're going to get to the bottom of this."

"The Organization Phoenix? What's that, Dad?" asked Kit.

Mathew sighed, he _did_ promise that no secrets shall be kept between them and he was bound to his promises.

"It's a secret society of those that fights for justice." Mathew said, patting Kit on the head. "I'm in it, along with Darkwing Duck and Launchpad, the Rescue Rangers and Gizmo Duck."

"Gizmo Duck? _THE_ Gizmo Duck?! The robotic suit Gizmo Duck?!" Kit asked with excitement.

"Yeah." Mathew said, smiling. "That's the one."

"Not that's it's my business or anything but why is this group called the Organization Phoenix?" Baloo asked.

"Because my _Phoenix_ plane is our main means of transportation, with overdrive, it's our fastest plane." Mathew said with a little bit of pride. "Rescue Ranger Gadget and I worked on it and together, we made a turbo engine we call overdrive."

"Who's Gadget, Dad?" Kit asked.

"She's a member of the Rescue Rangers and the Organization Phoenix," Mathew answered. "She's the team's inventor, she's always inventing something and she's a good pilot."

"Golly, you really think so?" said a female voice from behind them.

Mathew, Kit and Baloo turned around to see a female mouse in a purple jumper suit, she was about Rebecca's height with long blond hair with a pair of pilot goggles on her head.

"How did you get in here?" asked Baloo, astounded.

"I came in through the front door," she said simply.

"Gadget! What are you doing here?" asked Mathew in surprise.

"WHAT DO YOU THINK YOU'RE DOING?! YOU GET OUT OF HERE THIS INSTANT!" exploded Rebecca's voice from downstairs. "AND GET OUT OF THE REFRIGERATOR!"

"Chees-ssss-ssse!" They heard a voice say.

They ran out of the room and into the office and they saw two people at the refrigerator at the corner of the office.

"Sorry about this, ma'am," said a chipmunk, who was about her height, wearing a brown flight jacket and a fedora hat, looking kinda like Indiana Jones. He spoke in a squeaky chipmunk voice. He was trying to pull a fat Australian mouse out of the refrigerator. "Monterey Jack's got a cheese addiction, he can't help himself."

"Chip… Monty?" Mathew said in surprise from the upstairs' banisters. "What are you guys doing here?"

"Looking for you, mate." Monterey Jack said, once he got his cheese, the cheese attack was over.

Rebecca looked up at Mathew. "Mathew, you know these people?"

Mathew nodded. "They're the Rescue Rangers." He turned his attention to the Rescue Rangers. "What's up, guys? Where's Dale?"

"He's out gathering the other members of the Order of the Phoenix together and they're going to meet us back at headquarters," said Chip. "We're leaving in a few minutes in the _Phoenix_."

"Say mate, is that yer son?" asked Monterery Jack, pointing at Kit who stood beside his Dad. "He looks just like you! The resembleance is just uncanny."

"Yes, Monty." Mathew said proudly, with a hand on Kit's shouder.

"I'm sorry to tell you this, Mathew," said Chip, "But you're going have to bring the kid along with us, we believe a new group that NegaDuck formed is after him."

"Lemme guess," Mathew growled. "The Fearsome Five?"

"Nope, the Sinister Six," said Monterery Jack.

"Yeah," said Chip. "NegaDuck got rid of Quackerjack and Brushroot and replaced them with Don Carnage and Taurus Bulba. He just now replaced the Liquidator with Darkwarrior Duck, he's even got Magica De Spell from Duckburg on his team."

"Oh, man, NegaDuck just made his team more dangerous." Mathew groaned.

"Yeah, but you know our motto," said Gadget.

"Yeah, I know…" Mathew sighed "'No case too big, no case too small.'"

"Mathew, we have to go now," Chip said urgently. "Bring everybody with you. After the Liquidator's failure, NegaDuck is likely to send more minions to kidnap Kit."

"They want me for a stone I do not have?!" Kit asked angrily.

Gadget placed a hand on Kit's shoulder. "They don't know that you don't have it, Kit, they just assumed you have it because you knew about it and you were the one who stole it from Carnage in the first place.

"But…" Kit said, sounding a little scared. "It got destroyed with the Lightning Gun months ago! Nearly a year! It should be at the bottom of the ocean if it still existed."

"Come on, guys, we can chit-chat later, right now we need to get to the HQ." Chip said.

"Right you are, mate." Monterery Jack agreed.

Mathew picked Kit up and held him his arms, he turned to look at Baloo and Rebecca.

"We're going to have to take my plane and get out of here," he said. "I'll explain later!" he added as Baloo and Rebecca seem ready to protest.

They left Higher for Hire and boarded the _Phoenix_, Mathew and Kit in the cockpit while Baloo, Rebecca and the Rescue Rangers took the cargo hold.

Kit got out his maps and navigational tools. "What's our course?" He asked his Dad, preparing to draw lines from Cape Suzette to wherever they were going,

Mathew did not answer him, instead he started the engines and made the perfect take-off as usual.

"Dad?"

"Huh? What is it, Kit?" Mathew asked, looking at Kit.

Kit looked relieved. "Oh good, you're not ignoring me."

"Why would I do that?"

"I dunno." Kit shrugged. "You didn't answer me when I asked what our course is."

"It's a secret area, Kit, you wouldn't be able to find it on the map."

"Oh," said Kit, looking disappointed as he put his navigational things away.

Mathew looked sideways at Kit, he hated seeing him disappointed, all the kid wanted to do was help. Kit was looking out his window, looking a little sad that he had been denied the chance to be helpful to his Dad. Mathew tried to think of a way to cheer his cub up, and then it came to him.

_If he's anything like I was as a kid, this will overexcite him_… Mathew thought.

Mathew reached over, lifted Kit out his seat and set him on his laps.

Kit's eyes widened, was this going where he thinks it is going?

"Kit," Mathew, took both of Kit's wrists and held them up to the flight sticks and Kit closed his fingers around the flight sticks with a disbelieving expression. "You take over from here, Lil Buddy,"

"You're letting me fly your plane?!" Kit squeaked, his excitement evidently building.

Mathew leaned back in his seat with his hands behind his head.

"Yeah, just hold it steady, fly straight ahead and don't get off course. Think you can handle that?"

Kit sat up straight in Mathew's laps so to see over dashboard at the windshield.

Flying felt incredible to Kit, he loved the feeling of piloting the plane. He was so happy that his Dad would let him fly his most prized possession—_The Phoenix_.

Mathew watched his son fly his plane with a proud expression.

_I was right; he does have the same love for flying as I do_. Mathew though, he patted Kit's head gently, Kit looked up at him with an overjoyed expression. _He'll make a great pilot someday._

* * *

**Author's Note****:**

I hope you guys like this chapter. Please review on your way out, I'd love to hear from you.


	8. Chapter 8

**Disclaimer: I do not own TaleSpin.**

**  
Chapter Eight**

Kit was having the time of his life; he was actually flying his Dad's plane, the _Phoenix_! Mathew watched his son proudly, thinking that with his and Baloo's help and guidance, Kit could be the next world's best pilot! Assuming that is what he wants to do, that is.

They were having a great father and son moment, but unknown to them, a group of Air Pirates lurks behind the mountains, waiting for the moment to strike!

Don Carnage picked up his radio microphone and radioed his fellow Pirates.

"Do whatever you want to de plane, but I want da boy alive and if you kill the boy, I'll cut you up into many bite-size pieces!"

The _Phoenix_ was getting close to Pirate Island, currently the home of the Sinister Six.

Inside the _Phoenix_, Kit let out a small whimper and let go of the flight stick, spun around and clung onto his Dad's neck.

"Kit, what's wrong?" Mathew asked, concerned as Kit's face was twisting. Mathew tightens his one-arm embrace around Kit while he grasped the flight stick with the other hand and then he kissed Kit on the forehead. "It's okay, Lil Buddy, I got you. Now what's wrong?"

Kit turned around to point out the windshield. "That's Pirate Island down there…" he whispered with a miserable tone to his voice.

Mathew understood; the island was bringing back bad memories from his son's past. And the aura around the island gave Mathew the creeps.

"Okay, relax…" Mathew said soothingly as he pressed Kit against his chest protectively as he tightened the one-arm embrace around his son. "It's okay, Lil Buddy, we're not going there."

He was about to pull the flight stick back order to bring the plane higher up so they'd be above the clouds and Pirate Island would be block from view. But…

_Bang, bang, bang! Ping, ping, ping!_

The sound of bullets on metal could be heard and Mathew yelped, tossed Kit into the navigator's seat, and started some of his aerial tricks.

He swirled the _Phoenix_ through the air to avoid the Pirates and Kit was thrown against his door, which spun open, and he fell out!

Behind it all, the _Thunderquack_ was flying low, watching the Air Pirates attack the _Phoenix_.

"It doesn't look good, D.W.," said the pilot, Launchpad McQuack. "But it looks like M.C.'s got it under control—is that a Baloo Corkscrew?" He was amazed at how Mathew could perform that flight move.

Sitting next to him was a white feathered duck, wearing a similar outfit as NegaDuck, except his was purple with a green turtleneck underneath, he also wore a purple mask and cape with a gray hat—Darkwing Duck!

"L.P., look!" exclaimed Darkwing, pointing at Kit who had fallen out of the _Phoenix_. "A kid's falling out of the sky! I'm going in, you go help Mathew!"

"You got it, D.W.!" Launchpad said, giving Darkwing the thumb-up

The beak of the _Thunderquack_ opened up and Darkwing on a motorcycle called the _Ratcatcher_ shot out of it and flew toward the island below, following Kit.

Kit was falling through the air, he could not believe that for the second time in his life, he had fallen out of an airplane through the door of the cockpit! He reached into his sweater, pulled out his airfoil and set it under his feet so that he glides toward land. His stomach jolted as he saw which land he was heading to—Pirate Island!

He glided over to a jungle-like clearing, his airfoil hit a log on the landing, and he tipped and fell forward, landing with his face in the mud.

"Yuck!" Kit said in disgust as he pulled his face out of the mud and spitting some of it out of his mouth. He stood up and looked around, taking in his surroundings. "Oh, great…I'm alone…" he said sadly, then his smiled brightly as he snapped his fingers, feeling a brainstorm coming on. "Maybe if I gather some fire woods and start a fire, I could signal to my Dad where I am."

"Oh, you won't be seeing your Daddy anytime soon, my puny ex-protégé," said an all-too-familiar voice.

Kit spun around and saw Don Carnage with his gang of Air Pirate and a duck in a yellow and red outfit with a red hat.

"Hey, I know you!" Kit exclaimed, pointing at the duck. "You're NegaDuck!"

"That's right, kid—Get him and tie him up!" NegaDuck ordered, pointing a white feathered-finger at Kit.

Kit gulped and tried to run for it but someone grabbed him by his neck collar from behind…it was Dumptruck.

"There is nowhere to run, you naughty nuisance!" Carnage said, grinning evilly as Dumptruck slammed Kit against a nearby tree, and Mad Dog came forward eagerly with the ropes and tied Kit to the tree. "Now, where is the Stone?"

"What Stone?" Kit asked innocently.

"The one you took from me! Now, no more guessing-type games!"

Kit glared angrily at Carnage. "I don't have it, Carnage!"

"You do too!" Carnage yelled at him. "You do, you do, you do!" Carnage jumped up and down like a child throwing a fit at each 'you do's.' "You were the only and last person who took it from me, now where is it?!"

NegaDuck stood watching this interrogation with scowl, his arms crossed over his chest.

"I DON'T HAVE IT!" Kit yelled.

"Still stalling for time, hmm? Well, we'll just see how long you last… Mad Dog, give our prisoner-type kid a T-T."

_T-T? What's that?_ NegaDuck wondered, but he shrugged it off. _Probably short for 'terrible torture.' _

Mad Dog approached the helpless bear cub, who was tied to a tree where resistance was not an option. He grasped Kit's ankle, held his foot up, and begins tickling the bottom of it with his fingers.

Kit immediately started laughing. "Ha, ha, ha! No! Ha, ha, ha! Please stop! Ha, ha, ha! I can't stand that! HA, HA, HA!"

"Tell us where the Stone is and we'll stop." Carnage said. "Tickle faster, Mad Dog!"

Mad Dog obeyed, causing Kit to scream his lungs out with laughter.

_What the—! _NegaDuck stared wide-eyed at the scene before him._ T-T?—TICKLE TORTURE?_ Then he smacked himself on the forehead with a palm and slid it down to his beak and flipping it, growling angrily as he did so.

"_THAT'S_ YOUR IDEA OF TORTURE?" NegaDuck exploded, sounding irritated and exasperated at the same time. "WHAT IS THIS, PIRATE PRESCHOOL?—GET OUT OF MY WAY!"

NegaDuck marched toward Kit with the Pirates scurrying out of his way like scared little chickens. As he approached Kit, he reached behind his back under his cape and withdrew a chainsaw, starting it up and wielding it close to Kit's chest, looking back at the Pirates.

"_This_ is how you interrogate someone!" NegaDuck growled, turning to face Kit. "Where is the Stone, boy?"

Kit gulped, his Dad had been right; NegaDuck _does_ makes Carnage look tamed.

"I-I d-d-don't have it…" Kit stammered in fear.

"Yes, yes, you have already established that," NegaDuck said coldly. "But did I asked you if you had it?—NO! I asked you where it is! Now talk!" He moved his chainsaw an inch closer to Kit's belly.

"_I am the terror that flaps in the night…_" said a voice of mystery, they all looked around, but none of them could see the speaker.

"Last chance, boy, where is the Stone?" NegaDuck asked with a note of desperation and urgency in his voice, his chainsaw was now so close to Kit's belly that it slit his green sweater.

Kit squeaked with fright and then— "It's at the bottom of the ocean inside Cape Suzette!" he blurted out.

"_I am the chill that runs up your spine…_" The voice of mystery spoke again and this time, a cloud of blue smoke appeared around Kit, someone shoved NegaDuck a few yards away and Kit felt someone untying him very quickly. "_I am Darkwing Duck!_"

The blue smoke cleared away to reveal Kit, untied and standing next to St. Canard's famous crime-fighter, Darkwing Duck!

Darkwing looked down at Kit, Kit was about a head shorter then he was, he put an arm around Kit's shoulder.

"Hold on, kid, you're going to be alright." The masked duck told him. He reached into his green turtleneck and withdrew from it, a remote control.

Upon pressing a button on the remote, Kit heard an engine roaring to life in the distance and sped toward their clearing.

The Pirates and Don Carnage closed in on the pair of them with NegaDuck in front, holding his chainsaw.

Darkwing pushed Kit behind him and withdrew his gas gun from behind his back under his cape, took aim at NegaDuck and shot a pink canister at NegaDuck's chainsaw, it hit the blade and burst out a wad of bubble gum, which wrapped itself around the chainsaw and disabled it.

Then Darkwing aimed the gas gun at the ground and when he shot the next canister and a cloud of blue smoke engulfed both Kit and Darkwing. Kit felt himself being swept off his feet as the masked duck grabbed him by the waist and lifted him off the ground. The next thing Kit knew was that he and Darkwing were now sitting high up in the trees, out of reach of the Pirates and out of sight.

"Are you okay, kid?" asked Darkwing, his eyes scanning Kit for injuries, apart from the gash in his sweater, he was unharmed. Just to be sure, he lifted Kit's sweater up to examine his furry brown belly, and saw that there were no cut or gash there from the chainsaw. He let a breath of relief and put Kit's sweater back down over his belly. "At least you're not hurt."

"Yeah... Um, thanks for saving me, Darkwing." Kit said gratefully, wrapping his arms around the masked duck's neck.

"ACK! No problem, kid…" Darkwing choked and Kit loosened his grip.

Down below, they could hear the Pirates screaming and scattering like wild chickens and there was the roar of the _Ratcatcher's_ engine as it drove around in circles around their tree, forcing the Pirates to retreat.

Darkwing grasped Kit's arm and jump down from the tree—it was a long way down and Kit yelled, the air rushing through his hair and face-fur as they went down, down, down and then Darkwing landed on the _Ratcatcher_ like mounting a horse from a two-story building in an old western movie. Kit was hanging by the back of his sweater, dangling few feet off the ground in Darkwing's hand, who dropped him into the sidecar before taking off with a roar of the engine and sped away from the Pirates.

Baloo was flying the _Phoenix_; he had taken over the pilot seat since Mathew gave him control over the plane due to an emotional trauma.

"I can't believe I lost him," Mathew groaned miserably from the navigator's seat. "I should've waited for him to buckle up before doing that Baloo Corkscrew…"

"Stop blaming yourself, Matt." Baloo told him firmly. "You had Air Pirates all over ya an' you didn't have time ta think. I just hope we can find him."

Baloo stuck his head out of the window of the door on the pilot side to look down at the ground. He saw a purple motorcycle zooming across the jungle below.

"Hey, Matt, look down there."

Mathew stuck his head out of his window and saw it too.

"It's Darkwing Duck! Baloo, dip her down low and open the back hatches."

"Okay," Baloo said as he brought the _Phoenix_ swooping down toward the motorcycle. When he was just low enough to the ground, he opened the back hatches, flying in front it.

Darkwing looked up at the _Phoenix_ and instantly knew what to do.

"Hold on, kid, this is going to be a bumpy ride."

Kit readied himself as Darkwing drove the _Ratcatcher_ up a ramp-like pillar and dived at the back of the _Phoenix_ and into the cargo hold and the back hatches closed behind them.

Mathew hurried into the cargo hold from the cockpit and ran over the _Ratcatcher_.

"Kit!" he shouted joyously as he lifted Kit out of the sidecar and embraced him tightly. "Oh, Kit, thanks goodness you're safe!"

Kit wrapped his arms around his Dad's neck, pressing his cheek against his Dad's.

"Don't worry, Dad, I'm fine, Darkwing saved me." Kit said, attempting a brave smile, but his face kept twisting in tears. Finally, he could no longer hold back his emotions; he let out a sob and buried his face in Mathew's chest. "Dad! I was so scared, I thought I was gonna die!"

"Wh-wh-what?" Mathew stammered, holding Kit to his chest and patting him on the back of the head consolingly. He looked up at Darkwing for the answer.

"Uh…well… you see, Mathew..." Darkwing said nervously, he knew Mathew well enough to know how he would react to something like this. "I think you better put the kid down before I tell you…"

Just then, Baloo walked into the cargo hold, having put the plane on autopilot.

"Kit!" the big gray bear exclaimed, sounding overjoyed and relieved. He walked over to Mathew, who held Kit out to him. Baloo took Kit in his arms and gave him a hug. "Are you okay, Lil Britches?"

"Yeah, Papa Bear, I'm okay now." Kit replied in a small voice, he was still shaken up from the whole ordeal and he couldn't help but cling to Baloo's neck tight and hide his face.

Baloo's face displayed sympathy, he knew Kit was only okay physically, but he was emotionally hurt. He carried Kit back to the cockpit and closed the door behind him.

He sat down in the pilot seat, still holding Kit in his arms while Kit pressed himself to Baloo's chest, whimpering slightly.

"C'mon, Lil Britches, let it all out." Baloo said gently, rubbing Kit's head with the gentlest touch. "It's no good keeping it all bottled up inside."

Kit started crying, tears flowing out of both eyes and he hugged Baloo very tightly.

"Yeah, that's it, let it all out." Baloo said, hugging Kit as he let out all his emotions. "That's a good boy…" he whispered.

"DARN IT!" yelled a sudden loud voice from the cargo hold and _POW_! The plane vibrated as if hit by a truck! "I'M GONNA KILL HIM!"

Kit yelped and jumped at the sudden loud outburst, Baloo held him a little tighter, trying to calm him down.

_Uh-oh, that's Matt and he doesn't sound too happy._ Baloo thought.

"Kit, stay right here." Baloo told him while setting him gently in the navigator's seat. Kit wrapped his arms around his knees and hid his face on top of them. "I'll be right back, Lil Britches." Baloo gave him a reassuring pat on the top of the head before walking out of the cockpit and into the cargo hold, closing the door behind him. "What in the blue blazes was going on in here?" he demanded of the small group around him.

It took a moment for Baloo to realize that Mathew was the only one closest to him, the others were all huddled together at the far end of the cargo hold. They did not seem scared and seeing Mathew's outrageously furious expression, he knew that they had all retreated back there to give Mathew room to unleash his anger but at the same time, avoid his wrath.

"What are you so worked up about?" Baloo asked Mathew, frowning.

Mathew let out a growl, his teeth bared and his expression told Baloo that he was so furious that he was likely to attack anyone at any moment.

Looking back at the group huddled together at the far end of the cargo hold; Baloo noticed Darkwing, Chip and Monterey Jack looking grim and Rebecca hugging Gadget. She was crying silently while Gadget comforts her.

"Darkwing said that NegaDuck attacked Kit…_with a chainsaw!_" Mathew growled, shaking with fury. "When I get my hands on him…Grrr… DARN IT!" he burst out as he punched the wall with a fist.

Baloo stood there, his body numb from the shock.

"N-n-no…" Baloo said numbly, looking back at the door to the cockpit, he murmured: "Lil Britches…"

Mathew threw himself into a seat and placed his head in his hands, moaning in grief. It was amazing how he switch emotions like that, first he was furious and ready to attack someone and then he sunk down in grief.

"Why...? Why…?" Mathew sobbed. "All I wanted to do was to find my son and be a part of his life; I didn't want to put him in danger like this."

Baloo, who couldn't stand the sight of Mathew falling apart like this and blaming himself for things he had no control over, decided to go back into the cockpit to comfort Kit.

He opened the cockpit door, stepped inside and closing the door behind him. He retook his seat and looked sideways at Kit. Kit was in the same position he was in when Baloo left the cockpit, his arms around his knees and his forehead resting on top of them

Baloo reached over and gently stroked Kit's head, Kit looked up at Baloo with tears still pouring out of his eyes, he held out his arms to Baloo as sign for Baloo to take him.

Baloo honored his navigator's unspoken request, lifted Kit out of his seat and held him close to his chest, hugging him with one arm and patting the back of the boy's head gently.

Kit rested his head on Baloo's chest and sobbed quietly.

Baloo looked down on Kit with sympathy, understanding that his navigator was scared for his life and have not had time to recover from the ordeal.

Baloo gasped when he saw the gash in Kit's sweater. _Oh please, no, don't let this be a bad cut! _

He lifted Kit's sweater up so to examine the boy's furry brown belly and saw, to his relief, that there were no wounds on Kit.

_WHEW!_ Baloo sighed with relief as he lowered Kit's sweater back down and continued hugging him. _Even if NegaDuck didn't really hurt Kit, he still scared the living daylight outta' him! Oh, when I get through with that guy, he'll be able to count all of his teeth on one finger! _

"Baloo…" Kit sniffed. "H-h-he scared me…real bad...with that chainsaw pointing right here!" He pointed at the gash in his sweater. "I-I thought he was…gonna k-kill me!"

"Now, now." Baloo said soothingly, hugging Kit a little tighter. "You're safe now with ol' Baloo, and I ain't letting that creep within twenty yards from ya."

It took a while for Kit to cease his crying, he wrapped his arms around Baloo's neck.

"Thanks, Papa Bear…" he said softy, resting his head on Baloo's neck below Baloo's chin.

**

* * *

****Author's Note:**

Well how was this chapter? A little emotional at the end but Kit's still twelve, he's still a child no matter how matured he is, you'd be like that too if you were that age and some villain threatens you with a chainsaw…

Well I hope you have enjoyed this chapter, please review on your way out.


	9. Chapter 9

**Disclaimer: I do not own TaleSpin! **

**Chapter Nine**

Baloo was still piloting the _Phoenix_, one hand on the flight stick and cradling a sleeping Kit in his other arm. The bear cub had tired himself after all that crying that he settled himself in Baloo's protective arm and drifted off to sleep.

The door to the cargo hold opened and Mathew stepped into the cockpit and closing the door quietly behind him. He grinned and chuckled lightly when he saw the adorable scene before him, Baloo cradling a sleeping Kit in his arm as he flies the plane.

He moved over to Baloo, leaned over to him to whisper in his ear.

"_Hey, Baloo_."

Baloo looked up at him, smiled and then look down at his sleeping navigator in his arm.

"_Why don't you let me take over from here_," Mathew suggested in a whisper. "_I'm alright now, I'm cool. We're getting close to HQ and I have to be the one to land_."

"_Okay, Matt_." Baloo whispered back, he carefully stood up. Kit stirred in his arms at the movement but did not wake up. Baloo moved over to the navigator's seat and sat, cradling Kit in both arms now while Mathew sat in the pilot's seat, taking control of the plane.

Mathew glance at Kit in Baloo's arms, smiling, Kit looked so cute while he slept.

"You know, Baloo," Mathew spoke after a moment. "Seeing you two together like this confirms that I made the right choice, appointing you his guardian and moving into Higher for Hire so that Kit can keep on living with the only family he has ever known. Tell me, has he been happier since I came into the picture?"

Baloo rubs the side of Kit's head; Kit smiled in his sleep and turned over onto his side on Baloo's stomach.

"Yeah, he's been happier then usual lately, if ya don't count the nightmares and today's attack on him with a chainsaw." Baloo said, he saw Mathew wince at that. "He's not an orphan anymore an' he has an actual Dad ta look up to."

Mathew smiled kindly at Baloo. "And he has you, Baloo. Face it, he needs you as much as he needs me, maybe more."

"Naw, don't say that, he needs you more then me, you're his Dad."

Mathew just smiled. "Thanks, Baloo. We'll be landing in ten minutes, so you might wanna buckle up and hold on to Kit tight as I lose some air." Picking up the speaker microphone, he spoke to the passengers in the cargo hold. "This is your pilot speaking, hoping you're enjoying your flight on board the _Phoenix_." He heard a few people chuckled at that. "We'll be landing in the Organization Phoenix Headquarters in exactly nine minutes, so y'all might wanna buckle up, some of you might not be used to this kind of landing. I realize there are only four seats back there and five of you, so one of you is gonna have to share your seat with someone."

In the cargo hold, Chip sat down in the first seat and looking lovingly at Gadget, he patted his seat.

"Here, Gadget, you can share my seat."

"Golly, thanks Chip." Gadget smiled as she squeezed herself into the seat with Chip.

Darkwing, Rebecca and Monterey Jack all rolled their eyes and shook their heads before taking their seats and buckling up.

Back in the cockpit, Mathew picked up the speaker microphone again.

"Are we all set?"

"YES!" chorused the five people in the cargo hold.

Mathew put the speaker microphone down and looked over at Baloo.

"Get ready, redouble your grip on Kit."

Baloo held Kit in his arms very tightly.

"Okay, here we go." Mathew pushed the throttle forward, increasing the power level and airspeed of the plane to its maximum without the overdrive's supersonic speed. Then he pushed forward on the flight stick and the nose of the plane lowered down and pointed directly at the sea below, going into a steep nosedive toward it at very high speed.

"W-wh-what are you doing?" Baloo asked nervously, they were getting close to the water and Mathew showed no sign of pulling out of the dive.

"We're going in under." Mathew said. "Don't worry, my baby can handle the water pressure of the sea."

"WHAT?!" Baloo yelled, so loudly that Kit jerked awake and let out a yell as soon as he saw the rushing waves of the water in front of them.

"DAD, WHAT'RE YOU DOING? PULL UP, PULL UP!" Kit yelled in panic.

Mathew ignored him and continued the nosedive toward the sea.

"AAAAHHHHHH!" Baloo and Kit screamed, clutching each other in a tight embrace, their eyes shut tight and then…

_SPLASH_!

The nose of the plane hit the water and went beneath the surface, followed by the rest of the plane. Now they were flying underwater like a submarine.

They continue to dive deeper and deeper into the sea until they reach the ocean floor; then Mathew pulled out of the dive and turned on the headlights. The _Phoenix_ glided above the ocean floor, heading for an underwater cave.

Mathew looked over at Kit, who was holding on to Baloo for dear life, his eyes shut tight and his face twisting.

"Hey, sorry I scared you, kiddo." Mathew said as he reached over and patted Kit on top of the head.

"SCARE?!" Baloo exclaimed indignantly after he opened his eyes and saw that they were all still alive. "_SCARE_? Matt, scare doesn't cover half of it!" he was breathing heavily as he was trying to get over the shock.

Mathew grinned sheepishly. "Sorry, Baloo, but this is the entrance to the Organization Phoenix's HQ." He gestured around the cave they have just entered.

"Couldn't ya find another, safer entrance?" asked Baloo with a groan. "One that doesn't give me a heart attack?"

"Sorry, but it's the only one we have and it's the best place to maintain secrecy."

They continue to glide through the tunnel-like cave until they came to a dead-end; there was nothing there but a wall in front of them. This wall did not seem to discourage Mathew though, who just pulled the engine throttle all the way back and the plane slowed down, then he turned on the landing gears and lowered the plane to roll on the cave floor. When they were just five feet from the wall, Mathew shut off the engines, the propeller blades stopped spinning, and then he stepped on the break, slowing the plane enough for the nose of it to just lightly tap the wall in front of them.

At the spot where the nose of the plane had touched, there must have been a switch there, because an alarm went off and red lights flashed all around them. Another wall slid out of the side of the cave behind the plane, trapping them. Vents on the cave floor opened up and then water drained out the space they were trapped in. Then the floor underneath the plane rose up as the ceiling above them split opened. They went through the ceiling and all was dark for moment.

Suddenly, lights burst into life around them, revealing the inside of a dome!

Baloo and Kit stared around in awe at the place. It was few moments before they realize a dozen little monkeys, similar to Louie's workers, were flying around the plane, refueling it, cleaning it and working on it.

"Okay, guys." Mathew said, pulling the ceiling lever back, which opened the back hatches. "This is it, the Order of the Phoenix Headquarters."

"Wow…" Kit murmured, looking out the windshield.

"Uh, Kit…" Mathew was at the door to the cargo hold. "You know, you'll get a much better view outside the plane…" He went into the cargo hold where Darkwing, Rebecca, Gadget, Chip and Monterey Jack were walking out through the back. He walked out as well, followed by Baloo and Kit.

They left the _Phoenix_ and headed to the Command Center but before they reached their destination, they were greeted by a tall female duck in a red dress with her black hair up in a ball at the top of her head. She reminded Kit of the Bride of Frankenstein

"Ah, Dark darling, you've returned, I knew you would," she said lovingly, she walked over to Darkwing and kissed his beak. "Oh, Mathew," she said when she noticed him. "Long time no see. And who's this little cute bear." She scooped down to Kit's level and patted him on the head.

"This is my son, Kit." Mathew said, with a hand on Kit's shoulder. "Kit, this is Morgana, she's Darkwing's girlfriend."

"So this is the boy you were seeking?" Morgana said, surveying Kit closely. "He does looks like you." She then made a platter of cookies magically appear in her hands. "Cookies? I baked them myself."

"Sure!" Kit said happily as he made a grab for one, but Mathew snatched his wrist and prevented him from taking one. Kit looked up at his Dad with a questioning expression but his Dad was looking at Morgana with a kind, good-natured face.

"Tell me, Morgana, what's in these wonderful cookies of yours?" Mathew asked politely. He wanted to stay on her good side and not have to suffer her wrath.

"Well, let's see." Morgana said with a thinking posture. "Dragon eggs, vampire cow milk, worms…"

Kit mentally gagged at the mention of worms. _Oh gross, I nearly ate worms?! YUCK!_

"…Sugar and dung beetles." Morgana finished revealing the entire content of her cookies.

Mathew's smiled converted into a look of disappointment.

"Oh, I'm sorry, Morgana. But Kit can't have dung beetles or worms, he's allergic." _Well, that's half true, Kit may not be allergic to dung beetles and worms, but they can still make him sick. _

"Oh," said Morgana, clearly disappointed. "That's too bad, oh well I'm sure Darkwing will eat them…He loves my cooking, don't you, Dark darling?"

"Well, I— " Darkwing chuckles nervously while picking at the collar of his green turtleneck, considering telling her the truth, that her cooking just make him want to vomit, but seeing her sad and hurt expression, he force himself to lie on the spot. "Ye-ye-yes, I-I love them." He then grabbed Mathew by the front of his brown flight jacket and put his face up to Mathew's. "You owe me, pal!" he growled quietly.

"_Got it_." Mathew whispered back, he straightens up as Darkwing released him and accepted a cookie from Morgana.

Kit jumped up and wrapped his arms around Mathew's neck and Mathew hugged Kit.

"Thanks, Dad." Kit whispered in his Dad's ear.

"Morgana, is there any updates on the Sinister Six?" asked Chip importantly.

"No, not since the sixth member was added…" she replied.

"And who was that?" asked Mathew.

"My cousin, Magica De Spell, you know, from Duckburg." Morgana said.

"Oh, no, not _her_…" Mathew groaned despairingly.

"Do you know her, Dad?" asked Kit, still in his Dad's arms, looking up at him with concern.

"Oh, yeah. She's a witch! Nearly turned me into a frog once!" Mathew told Kit, then he turned his attention back to Morgana. "Well it's a good thing we have you on our side."

"Magica is not much of a threat as long as she doesn't have my lucky Number One Dime," said a voice with a Scottish accent. A white duck in a blue shirt with a black top hat was walking toward them, he was holding a cane but he does not seem to need it to support himself, as if he was merely carrying it out of fashion of being wealthy—Scrooge McDuck!

Just then, the alarm sounded

"Oh, no…" Scrooge groaned, with a hand over his face. "Gather 'round everyone."

Everybody gathered around Scrooge and he led them toward the Command Center, but before they reached the doorway, the _Thunderquack_ came bursting into the airport and was bouncing off the walls and ceilings, narrowly smashing everybody.

Scrooge dived to the ground and placed his hands over his head. "LAUNCHPAD!!" he shrieked.

The _Thunderquack_ was flying all over the place, still bouncing off the walls and ceiling. It seems to be flying backward and then forward.

Then the _Thunderquack_ zoomed toward Kit!

"KIT!" Mathew yelled as he launched himself at Kit, swept him off his feet into his arms and jumped out of the way as the _Thunderquack_ came crashing through.

"Are you okay, Kit?"

Kit nodded, too shaken to speak.

Mathew pushed Kit into Baloo. "Here, Baloo, take him."

Mathew then stood up and walked to the middle of the airport, drawing out his gas gun as he went. He took aim at the _Thunderquack_ and shot a grab hook with a towrope attached at it, it wrapped itself around one of the wings and Mathew was pulled up into the air!

Reaching into his flight jacket, he pulled out a boomerang-shape air board—his airfoil! He set it beneath his feet and he was able to level himself with the _Thunderquack_.

Watching in awe from the ground, Kit noticed that his Dad's airfoil was bigger then his. This was the first time he had seen his Dad cloud surf!

Mathew circled around the _Thunderquack_ and managed to land on the beak of the _Thunderquack_. He signaled for Launchpad to open the hatches, which he did and Mathew jumped into the cockpit, folding his airfoil away as he did so.

"What are you doing, L.P.? You nearly _squashed_ my son back there!" Mathew yelled angrily.

"Sorry, M.C. but I got mixed up on my forward and reverse again…" Launchpad said sheepishly.

Mathew smacked himself on the head, shaking it in disbelief.

"Oh, for the sky's sake, Launchpad!" he cried, pushing Launchpad out of the pilot seat. "Let a _real_ pilot take it from here."

He took the flight stick and steadied the plane, and then he pulled the throttle back and slowed the plane enough to land.

"I'm sorry, L.P." Mathew said, realizing how harsh his words sounded. And he went on to explain to Launchpad the controls and landed the plane smoothly.

Kit came running up toward them as Mathew got out of the _Thunderquack_ and jumped into Mathew's arms.

"That was amazing, Dad! That's the first time I've ever seen you cloud surf!" Kit said excitedly.

"This is your son, Mathew?" asked Scrooge, walking up to them.

"Yes, Mr. McDuck, this is Kit, my son." Mathew said, holding Kit proudly.

"Well, I'm glad you found him." Scrooge said kindly, then he rounded on Launchpad with an expression of the utmost fury. "You no-good flying buffoon!" he yelled, whacking Launchpad's beak with his cane.

Baloo came toward. "Yeah, you nearly made pancakes out of us with your flying, ace! What kind of pilot are ya?!"

"Oh, yes…and he crashed more then half the planes I own, which is why I fired him!" Scrooge fumed.

"Don't blame ya…" Baloo muttered angrily.

Mathew and Kit both felt sorry for Launchpad, everybody was mad at him except Darkwing, who stood by him with a consoling hand on his shoulder.

"Your attention, please!" said a heroic voice overhead. "The meeting is about start. Members of the Organization Phoenix , report to the staffroom, Duckworth will escort the visitors to their room. That'll be all."

"Dad… is that…?" Kit said in awe.

"Yea, son, that's Gizmo Duck." Mathew said.

A dog in a butler suit with his eyes closed and nose up in the air came walking toward them.

"Visitors," He addressed Baloo, Kit and Rebecca. "If you'll kindly follow me…" He turned and walked off, leading the way to their rooms. "The young one…" he gesture at Kit.

"Hey! I have a name, you know. It's Kit." Kit grumbled at him, he hated being called a kid or young person, because to him, it is a conscious reminder that he is still not old enough for a pilot license.

"Right, 'Kit'." Duckworth corrected himself. He opened a door. "You'll be staying in here." He bowed Kit inside. He walked inside and the door closed behind him…

**

* * *

****Author's Note:**

Kit is about to find himself with four roommates, who are they?

P.S.

My profile have pictures of the characters, if you want to see what some of them look like.


	10. Chapter 10

**Disclaimer: I do not own TaleSpin or any other Disney Afternoon shows.**

**Chapter Ten**

Kit walked into the room Duckworth had indicated, the door closed behind him as he entered. He looked around the room.

Three white teenage ducklings were in the room, each wearing different colors. One was wearing a blue shirt and shorts with a white shirt over his blue one. Another one was dressed in similar fashion as the one in blue, except his was red instead of blue. The last one was wearing a green sleeveless muscle shirt, shorts and a big green cap, which he wore backward.

The one in blue was sitting on a bed in the corner with a pair of headphone on his head, listening to music and reading an educational-looking book.

The one in red was leaning against the wall, looking cool as he flips through his comic book.

The one in green was hanging off the edge of the couch upside down, reading a superhero-type comic.

All three of them looked rather bored to Kit, who cleared his throat to announce his present. They glanced up at him and then went back to their reading.

"Um, hi," Kit waved his hand a little, he was uncertain about these three roommates; they were hardly talking or doing much of anything. "I'm Kit, Kit Cloudkicker."

"Huey," the red one stated his name without looking at him from his comic.

"Dewey," said the one in blue.

"Louie," said the one in green, he continue reading his comic, a moment later, his head jerked up, his eyes widened. "What did you say your name was?"

"Um… Kit, Kit Cloudkicker." Kit repeated.

Louie rolled off the couch, stood up and approached Kit. He was about the same height as Kit, despite being two years older then the bear cub. He stood close to Kit, examining his features.

"Hey, you're Mathew's son, aren't you?" asked Louie, leaning over Kit, looking at his face closely.

Kit leaned back to put some space between himself and Louie.

"Yeah..." Kit said shyly.

Louie smiled and shook Kit's hand. "Nice to finally meet you, Kit."

Kit noticed Huey and Dewey were looking at him with interest.

"So you're the one he's been looking for…" Dewey said, he has closed his book and taken off his headphones and moved toward Kit.

Louie placed an arm around Kit's shoulder. "Kit, something tells me we're going to be great pals."

"Yeah," Dewey said, placing an arm over Kit's other shoulder, so that the bear cub was now squeezed between two teenage ducklings. "So, you're into airplanes, right?"

"Into it?" exclaimed Kit enthusiastically. "I'm all over them! Flying's my life's dream, I sleep it, I dream it and I think about it once every ten seconds at least!"

Louie chuckled: "Like father, like son."

Without warning, Louie pounced on Kit and they fell onto the floor.

Louie then sat on Kit's stomach, holding him down while he tickles Kit's armpits

Kit started laughing loudly; tossing around under Louie, squirming to get away with his legs kicking in all directions.

"Ha, ha, ha, ha! No, please stop, Louie!—HA, HA, HA, HA!"

"Hey Dewey, come over here and help me out." Louie called over to his brother from a five-foot distance.

"I'd rather not," Dewey said, watching Kit scream with laugher and squirming to get away from Louie with no success, Louie worked out daily, ergo he was stronger. "And don't tickle him for too long, Louie; it could hurt his throat and his lungs."

"Aw come on, Dewey, just tickle his feet…I'll give you five bucks," begged Louie.

Dewey sighed, this was not his style.

"Okay, I'll do it… on one condition…I tickle his feet for ten seconds then we both stop, deal?"

"Deal!" Louie said

_Dewey, my savior... sort of… _Kit thought.

Dewey came up to the pair of them, got down on his knees, grasped one of Kit's ankles and held it steady.

"Sorry, Kit but I'm flat broke here," he said in a remorseful voice.

With Louie tickling his armpits and Dewey tickling his feet, Kit screamed with laugher more loudly. So loudly that he could not hear Dewey doing the countdown.

"...Three...two…one! Okay, stop!" Dewey stopped tickling Kit's feet while Louie stopped tickling his armpits and removed himself from Kit's stomach.

Kit lay there, panting and gasping for breaths. Even though he hated being tickled, he knew that they were just playing with him and he liked them no less.

"That'll be five bucks, pay up!" Dewey demanded of Louie, holding out a receiving hand.

"Uh, do I have to pay you _now_?" asked Louie nervously.

"Yes, _now_." Dewey said firmly, still holding his hand out for the loot.

"Can I just write you an I.O.U. or something and pay you later?" asked Louie, more nervously still.

Dewey put his hand down. "Wait, are you trying to tell me that you do not have the five dollars you promised me?" he sounded indignant.

"Heh, heh, yeah…" Louie was sweating by this time. "Sorry, bro…"

Dewey moved over to Kit and helped the bear cub to his feet.

"Sorry about that," Dewey said to Kit. "But I'll make it up to you by helping you get revenge." He and Kit shared an evil grin as they turn to face Louie and crept slowly up to him.

"Uh, guys…why are you looking at me like that?" Louie asked nervously, backing away. "Oh c'mon guy, this isn't funny! Huey, a little help over here…please!"

"Sorry, bro, but I'm not going to get involved in this." Huey said with a cool expression, without looking up from his comic book. "You got yourself in this mess and you're going to have to handle this on your own."

"A wise choice, Huey." Kit commented as he and Dewey closed in on Louie. Then they jumped at Louie, who screamed before he was tackled to the ground!

Kit started tickling Louie's feet while Dewey tickled his armpits.

"Ha, ha, ha! C'mon, bro—heh, heh, heh—I said I'm sorr—HA! HA, HA, HA!—I'll pay you later! Ha, ha, ha!" Louie kicked and squirmed but Dewey and Kit had a firm hold on him.

"Sorry, bro, no dice!" said Dewey as he and Kit continue their tickle torture on Louie. After a while, they stopped tickle-torturing Louie and got off him. "Oh, and by the way, I'm telling Uncle Scrooge that you owe me five bucks, so he'll give me your next allowance."

"Aw man…" Louie groaned despairingly as he got up. "And I had my eye on the next edition of the _Mantice Boy _comic."

"Should have thought of that before you promised me five bucks." Dewey said.

Kit smiled at this scene and found himself wishing he had a brother.

Thus, Kit and the Duck brothers became fast friends and talked about many things, including about how Mathew rescued them as kids, and Kit got to meet the fourth roommate—Honker Muddlefoot, who came into the room, carrying a computer for him and Dewey to play games on. They got it all set up and begin to play and they invited Kit play along with them, Kit accepted their invitation and sat down next to them.

They were playing a space game, where they had to fly through space while avoiding the space rocks, but Honker and Dewey kept crashing!

"Here, Kit, you try." Dewey said, handing Kit the controller. "Being the son of a successful aviator, this should be a piece of cake for you."

"Okay, thanks." Kit took the controller, gave the rocket more speed, and flew in fast circles around the space rocks, avoiding every single one of them!

Honker and Dewey watched in amazement.

"How are you doing that?" Honker asked. "We tried that before and the first rock hit us head-on!"

"Yeah." Dewey agreed. "You're going at top speed and haven't been hit once!"

"Well, the trick is to stay focus on every rock," Kit explained. "And the faster the plane—err rocket goes, the easier it is to make sharp turns to avoid those rocks."

"Wow…" Honker and Dewey said in awe as they witness Kit's natural-born talents of aviation, soon Kit won the game with a score of one-hundred thousand, a score that Honker and Dewey knew they could never achieve…

—**LATER THAT EVENING—**

In the dining hall, Mathew was dressed in a tuxedo, examining himself in the mirror while he straightens his black bowtie. He had requested private use of the dining hall and had asked Chip and Dale to help him with his plans.

The door to the kitchen opened and Chip stuck his head in.

"Everything's ready, Mathew."

"Thanks, Chippers, I owe you one." Mathew grinned. He looked around the dimly lit room, a dinner table stood in the middle of the dining hall, looking very romantic with the candle light shining on top of it.

Just then, another chipmunk wearing a red Hawaiian T-shirt came in, escorting the woman of his dream into the room.

"Right this way, ma'am." Dale said; he then cast Mathew a shocked expression that plainly said: _She is way out of you league! _To which, Mathew grinned.

Rebecca Cunningham walked into the room in a beautiful white dress, looking pleasantly surprised to see that Mathew was her date.

Mathew took her hand and kissed it.

"Rebecca, you look lovely tonight." He said in a deep romantic voice.

"You don't look so bad yourself, flyboy." Rebecca chuckled.

Mathew waved an arm toward the table. "Shall we dine?"

"Why, yes we shall."

They moved toward the dinner table, Mathew pulled Rebecca's chair out for her.

"Thank you, Mathew," she said as she sat down. Mathew moved around the table and took his seat. "Well, I take it that you owe Chip 'n Dale a favor for this." Rebecca said.

"Oh yeah, after this, I'll have to serve them when they want to have a romantic dinner with Gadget… So, how's Molly?"

"Oh she's fine, she's staying with my parents for the week. How's Kit doing?"

"I checked on him about a half hour ago and he seems to be doing fine. He made a few new friends and he seems to be having some fun with them."

"Good for him."

At that moment, their meal arrived, brought to them by Chip. Dale brought them glasses of iced water.

Rebecca and Mathew looked down at their plates and licked their lips at the sight of the delicious-looking meal in front of them, which was steak, baked potato, mixed vegetables and a delicious-looking buttered roll.

"Oh Mathew, you sure know how to charm a lady." Rebecca said, smiling pleasantly as she picked up her fork and begin to eat.

Mathew chuckles at her comment.

After dinner, Mathew and Rebecca got up from the table and moved to the middle of the room. Mathew snapped his fingers and the light dimmed and soft romantic music started to play.

Mathew bowed to Rebecca, holding out a hand to her. "May I have this dance?"

"Of course." Rebecca said, smiling as she and Mathew joined hands and started to do a slow dance.

As the song ended and they stop dancing, Mathew got down on one knee, holding her hand. He took a small box out of his pocket and flipped it open to reveal a diamond ring.

"Rebecca, would you marry me?"

Rebecca's eyes widened in surprise. "Oh, Mathew, isn't this kind of sudden?"

"Yeah, I'm not usually the type to ask for someone's hand in marriage after the first date," Mathew admitted. "But you're different, I loved you ever since we were eighteen and I have never stopped loving you. I couldn't help but ask you now, I have loved you for so long…I just couldn't wait another minute."

"Aw, that's so sweet." Rebecca cooed. She bend down and kissed him on the lips. "And the answer is yes." She took the ring, fitted it on her finger and held her hand up to see how it looks on her.

Mathew nearly fainted at her answer!

"Really? You mean it?" he asked eagerly.

"Yes." Rebecca replied simply.

"YAAAA-HOOO-HOOO-HOOO!!" Mathew yelled, sounding just like Goofy! He jumped up and did the victory dance.

Rebecca giggled at the sight of Mathew dancing.

"I had lovely time, Mathew but I gotta get back to my room." Rebecca said.

"I'll escort you to your room." Mathew said, offering his arm to her.

"Thank you, Mathew," she took his arm in hers and they departed the dining hall for her room.

Rebecca opened her door and stood in the doorframe, facing Mathew.

"Goodnight, flyboy," she chuckled.

"Goodnight, boss lady." Mathew said with a pleasant smile on his face. He then lean forward and Rebecca did the same, preparing to kiss lips-to-lips—but then…

"AHHHHH-HOOO-HOOO-HOOO!" yelled a voice.

Someone came soaring through the hall toward them on rocket roller-skates and crashed right into Mathew, plowing him into the wall!

"Mathew!" Rebecca yelled, she hurried over to him as the dust around him cleared and she saw that a black bloodhound with two buckteeth was sprawled across Mathew. Mathew was lying there with his back to the dented wall, looking dazed with tiny little airplanes flying in circles around his head. "Are you okay?"

Still dazed, Mathew replied in a high pitch, childlike voice: "Yes, Mommy, but I got a boo-boo…" He shook his head like a dog trying to rid itself of water. "Uh, what just happened?" he asked, sounding normal again.

"This nincompoop crash landed into you!" Rebecca said angrily.

Mathew looked at the bloodhound lying across his laps. The bloodhound grinned and waved sheepishly.

"Gawrsh, sorry Mathew,"

"Goofy, what were you doing?" Mathew asked as he and the bloodhound got up.

The one called Goofy had difficulties in keeping himself steady on his roller-skates.

"Oh, just making sure these are safe for Maxie to use," Goofy replied. "These rockets required parental inspection." He said seriously.

"I'd never let Kit have _those_ rollerblades…" Mathew said. "Those are too dangerous."

"Yeah, you're right, well see ya tomorrow, ah-yuck!" Goofy took off the rollerblades and walked off, he reached the end of the hall and stopped. "Oh, I almost forgot, ah-yuck." He turned around and walked back to Mathew, holding out an official-looking envelope. "This is for you, Matt."

"Thanks, Goof." Mathew accepted the envelope and pocketed it.

"No problem, Matt. Well see ya later, alligator, ah-yuck!" And with that, Goofy walked off.

"Who in their right mind would let a guy like _that_ in the HQ?" Rebecca asked in a whisper. "He's so clumsy and goofy…"

"Yeah, but he means well." Mathew said with a shrug. "Now where were?—Oh, I think I remember." He chuckled as he lean forward to kiss Rebecca goodnight. His love for her seems to increase every time they kissed.

Mathew and Rebecca kissed for a long moment before they broke apart.

"Goodnight, flyboy." Rebecca said with a loving expression as she backed into her room and closed the door.

Mathew stood there with a dazed look on his face before he shook his head like a dog trying to rid itself of water again.

"Goodnight, Rebecca." He whispered to her door before heading down the hall toward his room.

As he entered his room, which had pictures and posters all over the walls (most of which are of Kit when he joined Daring Dan Dawson's air circus, and some are of the Phoenix when it just came out, before he added the flame stickers on it.)

He took the envelope out of his pocket and glanced at the sender's address. His heart stank, his body went numb with dread and his brain turned icy cold when he read the sender's address.

**The Cape Suzette Child Welfare Department.**

**P.O. Box 479 Khan St.**

**Cape Suzette, US Land,**

**452143 **

_Oh, no, they're not going to take Kit away from me, are they?! _Mathew thought in panic, forgetting that he already have full custody of Kit. _Don't tell me they found out about the encounter with NegaDuck…is this gonna say: "your occupation is a danger to minor Kit Cloudkicker and therefore he will be removed from your care to be place in a safer place, away from dangerous criminals"? Oh, no, please, no! _

Mathew looked down at the envelope, feeling scared and tensed. He gulped and slowly opened the envelope with trembling hands…

**Author's Note:**

Ooh, chills… What is in that letter that Mathew find so disturbing and what does it contains? Is it good news or bad news? Stay tune to for the next chapter to find out! 

**I hope you guys like this chapter, I'll be starting chapter eleven as soon as possible, I already know how I'm going to start it. **

**Please post a review on your way out.**


	11. Chapter 11

**Disclaimer: I do not own TaleSpin or any of the Disney Afternoon characters; they all belong to Walt Disney! **

**WARNING: Longest chapter by far, make sure you have plenty of time to read.**

Chapter Eleven

Mathew opened the envelope with trembling hands, pulled out the official-looking letter, and begins to read.

_Dear Mr. Cloudkicker _

_We have received intelligence that after a twelve-year search, you have succeeded in finding your son, male minor Kit Cloudkicker. We, at the Cape Suzette Child Welfare Department, would like to congratulate you on your success of finding your son and we wish you the best of luck in your tine together._

_  
Now that you have found Kit and we now know how to contact you, it is our duty to enlighten you on this very important piece of information. _

_You may or may not know this, but your deceased wife, Lilly Elizabeth Cloudkicker gave birth to twins and they were separated and sent to different orphanage by a careless Dr. R.J. Randle. When Lilly found out she had twins, she named the firstborn Kit, the name you both agreed on for a boy and she named the second son Chris, after her late father._

_  
Chris is currently in the Cape Suzette Orphanage, he had been moved there from the Jungle City Orphanage for your convenience, since you are currently living at Higher for Hire, located in Cape Suzette. You may pick him up anytime. And you need not worry about gaining custody of Chris, since you have custody of Kit, you also have custody of Chris. _

_Hoping you're well._

_Signed: Albus Lupin, of the Cape Suzette Child Welfare Department _

_ Simba Pride, of the Jungle City Orphanage  
_

Mathew dropped the letter as he finished reading; his face was blank from the shock of discovering yet another son. He slumped down on his bed.

"All this time, I thought I only had _one_ son…now I got two…" He lay back on his bed and stared at the ceiling. "How do I approach a son I didn't even know existed until now? Well, I just have to be honest with him, that's all. But how am I gonna tell Kit?"

Mathew did not sleep well that night, his mind was racing with wondering how best to inform Kit of his brother and how best to approach Chris. Finally, he drifted off into an uneasy sleep.

The next morning, someone small was jumping up and down on his bed, Mathew jerked awake.

"Dad, Dad!" it was Kit, he got down on his knees on the bed next to Mathew and shook him. "C'mon, Dad, wake up, Baloo is gonna eat your breakfast if you don't hurry."

"Let him have it." Mathew mumbled sleepily. Slowly he rose into a sitting position on his bed. He let out a big yawn, he looked terrible, his eyes were slightly red and his hair was a mess. "I'm not hungry this morning."

"Gee, Dad, are you alright? You don't look so good." Kit said, looking at his Dad with concern, he placed a hand on his Dad's forehead. "You don't have a fever… are you sick at your stomach?"

Mathew was touched that his son cared about him so much.

"Nah, I'm fine, Kit… I just…didn't sleep well last night…too many things on my mind." Mathew said while stretching his arms out, then he patted the side of his bed as a gesture for Kit to sit down next to him. "Come here, Kit, there's something I gotta tell you."

Kit, who was standing on the bed over Mathew, sat down next to him.

"What is it, Dad?" he asked while Mathew put an arm around him and hugged him.

"Kit, there's no easy way for me tell you this, so I'm just going to come right out and say it." Mathew sighed and then said: "Kit…you have a brother…"

Silence fell between them for a moment, giving Kit time to register what Mathew just said. His wide-eye expression told Mathew that he was just as shocked as he was.

"I—I have a…a brother?" he asked slowly.

"Yes, Kit." Mathew said quietly.

"H-h-how?" he asked.

"Well, Kit, when a Mama bear and a Daddy bear love each other very much, they—" Mathew begun but—

"Dad, no! Not _that_ 'how'!" Kit exclaimed exasperatedly, looking revolted. Mathew could not help but chuckle at his son's reaction. "No, I meant how did we not know about him before now?"

Mathew sighed sadly. "Dr. Randle separated you two after you were born and sent you two off to different orphanages."

"Ohh…" said Kit, looking a little sad. "What's his name?"

"His name is Chris,"

"_Chris_…" Kit repeated in a whisper to himself. "Are you going to go get him?"

"Absolutely!" Mathew said, patting Kit's head. "I'm taking off in a little while… I'm gonna go straight to that orphanage, get him and bring him back here."

"Hey, Dad, can I—can I go with you? ...Please?" Kit asked while tugging at his Dad's sleeve and giving the puppy-dog look.

"Of course you can, Lil Buddy." Mathew said with a smile, ruffling Kit's head and messing up his cap and his hair.

Kit pushed his cap back into position and smiled warmly. "You know, it's funny, just yesterday I was meeting the Duck brothers and I wished that I had a brother and all this time, I have one. Sort of like a wish come true."

Mathew chuckles. "Yeah, that is kind of funny," he cleared his throat. "Uh, Kit…last night, I asked for Rebecca's hand in marriage…"

Kit's eyes widened, stunned for a moment and then his shocked expression was replaced with a glowing face of excitement.

"Yeah, and?" he asked eagerly.

Mathew smiled warmly. "She said yes."

"YA-HOO!" Kit jumped up with his fist raise to joyously punch the air. "Miss Cunningham is gonna be my Mom! Ya-hoo!"

Kit stopped jumping and cheering and wrapped his arms around his Dad's neck.

"I'm glad that you're happy for me and Rebecca, Kit." Mathew said while hugging Kit.

"Rebecca's… like a Mom to me, ever since I first met her. She's a great person, Dad, I'm glad you're marrying her."

Mathew nodded, smiling. He got up and headed for the bathroom.

"I'm going to get ready, I'll be out in a minute and then we'll go get Chris."

Mathew changed into clean clothes, brushed his teeth and combed his hair.

"Okay, I'm ready, let's go."

Kit jumped off the bed and followed his Dad out the door.

They walked down the hall toward Rebecca's room. Upon reaching the door to Rebecca's room, Mathew knocked on it. Moments later, Rebecca opened the door and smiled pleasantly.

"Well, good morning, flyboy." Rebecca said. She looked down at Kit. "Good morning, Kit."

Kit took off his cap. "Good morning, Miss Cunningham." He then placed his cap back on his head.

Mathew smiled proudly, glad that his son has good manners

Rebecca knelt down in front of Kit, hugged him and then kissed him on the forehead.

"I guess you heard the news," she said with a smile.

"Yeah, Dad told me and I think it's great…Mom." Kit then did something he has never done before; he kissed Rebecca on the cheek.

Rebecca looked momentarily stunned; she touched the spot where Kit has kissed her. Then she smiled warmly.

"Aw, that's sweet, Kit." Rebecca said; embracing Kit again and he hugged back. "I love you, Kit."

"Love you, too."

Then they broke apart and Rebecca stood up and patted Kit on top of the head.

"There's a cookie jar on the table and a jug of milk in the refrigerator if you're hungry."

"Wow, thanks… Mom…" Kit sounded like he was trying to get used to calling her that. "Um, can I call you that?"

"You can call me whatever you like, Kit." Rebecca assured him.

"Okay, I'll call you Mom, since you _are_ a mother figure to me." And he was off to invade the cookie jar

Mathew moved to stand next to Rebecca, placing a hand on her shoulder as they watch Kit attack the cookie jar.

"You're good with him, Rebecca."

"Yeah? Well, you're not too bad with him yourself, flyboy." Rebecca said, smiling as she turned to face him. Their lips touched in a kiss for a moment.

"Rebecca, I have something to tell you." Mathew said after the broke apart.

"What is it, Mathew?" she asked, noticing how uneasy Mathew looked. She placed a hand on his arm. "Hey, you can tell me anything, you know that, right?"

"Yes, of course I do," Mathew said. "But I just don't know how you're going to take the news, and it might affect our engagement."

"That is not going to happen, Mathew, I'm letting Kit get away with calling me Mom, aren't I?" she said while patting Mathew's arm consolingly, Mathew grinned. "Come on, Mathew, tell me."

"Well…" said Mathew hesitantly. "It turns out that Kit is not the only son I have…"

"What do you mean, Mathew?" asked Rebecca, looking concerned

"Rebecca…" Mathew sighed. "It turns out that Lilly had twins, I have another son out there…I just found out…"

"Oh…" Rebecca seems lost for words. "...oh…wow, two Kits, this is...unexpected…"

"His name is Chris, Rebecca, and me and Kit will be leaving in a few minutes to pick him up...I hope you don't mind an extra kid."

"Well, this is unexpected…" she admitted but she placed a hand on his arm, smiling. "But I'm sure a flyboy Daddy like you and a business Mom like me can handle it."

"Yeah, you're right, Rebecca." Mathew smiled at her. "Well, Kit and me better be off. Come on, Kit."

"Coming, Dad." Kit took the last cookie and followed his Dad out of the room.

They walked down the hall to the place where all the planes were kept. Kit looked around as they entered the airport room. He saw the _Thunderquack_, the _Ranger Plane_, Scrooge McDuck's private jet, Shere Khan's plane. He was surprised to see the _Sea Duck_ in the airport room.

"Dad, how did the _Sea Duck_ get here?" asked Kit as he approached the _Sea Duck_ and patted one of the pontoons fondly.

"Baloo requested the Organization to go get it for him, said he couldn't be away from his baby for too long." Mathew replied. "Which is understandable of course, it's the bond between the pilot and his plane. I feel the same way about the _Phoenix_, but I would give her up for those I love, as would Baloo. Now, come on, I can't wait to meet Chris."

"Me either." Kit said as he followed his Dad toward the _Phoenix_, which stood at the far end of the airport room.

As Mathew approached the door on the pilot side, he stopped in his tracks and looked up at engine one. A ladder was against the wing and someone had opened the engine and was working on it.

"What's going on? —HEY! Who's up there?" he called up.

Wildcat poked his head up. "Oh, hi, Matt. We're fixing Miss _Phoenix _up, she was worried about heating up and going '_BOOM, BOOM!'_"

"Huh?" Mathew scratched his head, looking puzzled; he never really understood the odd mechanic's way of thinking.

Another person pop up next to Wildcat, it was Gadget.

"Oh, hi Mathew, Wildcat and I are modifying your overdrive." Gadget said, smiling. "We just installed some engine coolers in both engines. They will activate when the engines experiences extreme heat. Therefore, when you turn on your overdrive, you won't have to worry about overheating and blowing up one or both of your engines."

"Wow, that's great, Gadget." Mathew said, smiling. "Are you almost finished? Me and Kit gotta be somewhere."

"Yep, we're done!" Gadget closed the engine, gathered up her tools and climbed down, followed by Wildcat. "Now Mathew, you can now use overdrive for any amount of time, but you still have a time limit for how long you use it. Overdrive can burn much more fuel then normal flight capability, so don't use it any longer then you have to. But on the bright side, you can use it without worrying about blowing your engines out."

She said all of this very fast and enthusiastically but somehow Mathew managed to catch ever word, whereas Kit stared at her in great confusion.

Mathew smiled pleasantly at her. "Thanks Gadget, thanks Wildcat. Have you checked out the _Sea Duck_?"

"Yes, and we're working on it next." Gadget replied. "It has the same engines you have—Superflight One-hundreds and even has overdrive in it, but Baloo burned it out. The overdrive turbo engines are still there, but they've melted onto the main engines so we're going to have to replace the whole engines and put in new Superflight One-hundreds, new overdrive and I'll even throw in some engine coolers."

"I'm sure Baloo will be very happy," Mathew said.

"You bet your aileron I'll be happy," said a voice behind him, making him jump. He turned to see Baloo leaning against the nose of the _Phoenix_. "I'll be able to keep up with you two without blowing up the engines."

Mathew chuckles. "Hi Baloo, love to stay and chat but Kit and me gotta be somewhere." He walked over to his flaming red plane, reached up, and opened the door on the pilot side.

Kit walked up to Baloo, looking up at him.

"Can you come with us, Papa Bear?" he asked.

"Sure, Lil Britches, if it's okay with your Dad." Baloo glanced up at Mathew.

"Of course you can come, Baloo, this is family business and...Well…Kit and I consider you family."

This certainly made Kit happy; he grinned a big happy grin and begins pulling Baloo's hand toward the _Phoenix_.

"All aboard!" called Mathew, picking Kit up and setting him inside the plane before climbing in after him. He then held out a hand to Baloo, helping the big fat gray bear into the cockpit. He closed the door and sat in his seat. Baloo took the navigator's seat and Kit jumped into his laps.

"Oof!" Baloo grunted as Kit landed squarely on his great belly. "Easy on the landing, Lil Britches."

Kit grinned apologetically. "Sorry, Papa Bear."

"Baloo," Mathew said, gaining Baloo's attention. "Before we take off, I'd better fill you in on what we're doing."

Baloo nodded, indicating that he was paying attention.

"I've been sent an official letter from the Child Welfare Department, informing me that Kit isn't my _only_ son…I have another one…"

"You have another kid? Why didn't you tell me?" asked Baloo.

Mathew looked miserable. "I—I didn't know he existed until last night…Remember, I wasn't present when Kit was born and the doctor told me only about Kit, they didn't say anything about Chris."

"Chris? Is that the kid's name?"

"Yes, Baloo…And oh, I wish I've killed that Dr. Randle! He took my sons away from me and then he lied to me, telling me I only had one son."

"Yeah, I know what ya mean. If that had been me, I would've landed the _Sea Duck _on top of him and squash him!"

"Anyway, since Kit and Chris are twins and since I have custody of Kit, I also have custody of Chris." Mathew said. "We're going to Cape Suzette to pick him up—Oh, I almost forgot." He pulled the ceiling lever back, opening the back hatches. He then stood up, entered the cargo hold, and walked out of the plane through the back.

"What's he doing?" Baloo asked as they watched him enter a garage-type room. Kit shrugged.

Mathew came back out of the room, driving a golf cart, he droved it around the _Phoenix_ and into the cargo hold.

Mathew re-entered the cockpit from the cargo hold after parking the golf cart in the cargo hold and tying it down.

"What's the golf cart for, Matt?" Baloo asked, while Kit looked up at his Dad from Baloo's laps as if to say 'what he said.'

"It's a long walk from the dock to the orphanage." Mathew explained. "And Chris may not be used to doing a lot of walking, being cooped up in an orphanage all these years."

Baloo and Kit both nodded in agreement.

Later, after a five-minute flight, they have arrived in Cape Suzette. Mathew had used overdrive the whole way, wanting to get there as fast as possible and he was testing the engines coolers. He was pleased with them, for the engines did not even begin to heat up.

They have flown past the gap in the cliffs so fast that the cliff guards did not even see them. Mathew turned the overdrive off and realized his mistake just in time. He had used overdrive too long; his gas tanks were a drop from being empty! He quickly landed the plane on the water, drove it up to the dock of Higher for Hire, and parked it there.

"Baloo, call the gas service and tell them to fill 'er up while Kit and I go get Chris." Mathew said while walking into the cargo hold. He untied the golf cart. "Kit, open the hatches for me, please."

"Okay, Dad." Kit said, grinning as he reached up for the ceiling lever and pulled it back, opening the back hatches.

Mathew drove the golf cart out through the back and onto the dock.

"Kit, do you want to walk, ride or drive?" Mathew ask, knowing the answer.

"DRIVE!" Kit shouted excitedly, jumping into the golf cart and bumping Mathew sideway into the passenger's seat. He gripped the wheel and turned the key.

_I was right,_ Mathew mused. _What twelve-year-old doesn't want to drive?_

Mathew looked back at Baloo. "We'll be back as soon as possible."

"Don't worry about me, Matt; you just go get that boy of yours." Baloo said, closing the back hatches of the _Phoenix_, and tying the nose of it to a post.

"Okay, Kit. Turn the key and give a little gas, but just a little bit." Mathew told his son.

Kit obeyed his Dad and gave it a little gas and the cart started moving at three miles per hour.

"Now, slowly give it a little more." Mathew said.

Kit gave it a little more gas, pushing the pedal half way to the floor, bringing the golf cart up to ten miles per hour.

"Okay, keep it at this speed, no faster." Mathew said. "Keep the wheel steady, like flying a plane. Now, drive off the dock and onto the sidewalk and stay on the sidewalk."

Kit did everything his Dad told him. Mathew knew that his son was a little nervous about driving, so he just told him what to do without adding pressure on him. He sat back in his seat with his hands on the back of his head, acting so relaxed so that Kit would not feel pressured by a critical eye.

Kit tensed up when they come up to a crosswalk; the **DON'T WALK** light was on.

Mathew sensed the tension in his son.

"Kit, relax and let out a breath." Mathew told him. Kit obeyed, letting out a breath and loosened up his tensed muscles. "Okay, now slowly ease off the gas…"

Kit eased off the gas and they slowed down.

"Now, take your foot off the gas."

Kit removed his foot from the gas pedal and they slowed some more.

Mathew waited until they were almost at the edge of the sidewalk, leading to the crosswalk before giving out his next instruction.

"Okay, now slowly push in on the break, don't stomp on it, and just push it in slowly."

Kit slowly pressed the break in with his foot and they slowed down to a perfect halt.

"Very good, Kit!" Mathew beamed with pride at him. "I knew you could do it!"

"Thanks Dad," said Kit, smiling with self-satisfaction. "Thanks for the pointers."

"Anytime, son, anytime."

The traffic light changed from **DON'T WALK** to a picture of a person walking.

Kit pressed the gas in a little bit and they drove across the street and continue on their way.

After a twenty-minute drive, they reached the orphanage. They parked the golf cart at the front steps of the orphanage. Kit took the key out and handed it to Mathew, who took it and pocketed it.

"Well, here it goes." Mathew said as they walked up the steps into the orphanage.

Mathew and Kit held each other's hands as the entered the building.

A very gentle-looking old hen dressed in a motherly blue dress greeted them. She certainly had the aura of a very kind and caring soul.

"Hello, you must be Chris's family," she said in a sweet voice. "The resemblance is just uncanny."

"Yes, we would like to see Chris," Mathew said politely. "Would you please lead us to him?"

"Now I know where Chris got his kindness from," the old hen said with a smile. "My name is Betty, by the way."

"I'm Mathew Cloudkicker and this is my son, Kit."

"Nice to meet you two gentlemen." Betty said with a bow of her head, "Now, if you'll kindly follow me, I'll take you to meet Chris."

Betty walked off, leading the way with Mathew and Kit at her heels.

"This is a nicer place then the orphanage _I_ grew up in." Kit commented. "At least the staff actually _cares_ for their kids, so unlike the people at my orphanage."

"Remember, Kit, Chris didn't grew up here, he only just been moved here for our convenience." Mathew reminded him. "He grew up in Jungle City Orphanage."

"Here we are." Betty said, she gestured to the door beside her. "He's in there. Now, if you'll excuse me, I must tend to a little boy just down the hall." She left, leaving them alone in front of the door.

Mathew and Kit looked at the door to Chris' room, both feeling nervous. Finally, Mathew gulped and reached for the door handle, opened the door and he and Kit entered.

A bear cub who was the same height as Kit was sitting on the bed, reading the latest edition of the _Flyboy_ magazine. He was wearing the same type of sweater Kit was wearing, except his was sky-blue with a navy-blue neck collar. His eyes were blue and two threads of hair stuck up at the back of his head.

He looked up at their entrance; his expression was blank as if he did not know what to think.

"D-Dad?" he asked nervously.

Mathew smiled pleasantly. "Yes, Chris, I am your Dad."

Chris looked at Kit. "Who are you?"

"I'm Kit, Kit Cloudkicker, your brother." Kit said.

Chris nodded, and he looked back at Mathew with tears flowing down his cheeks.

"Why, why did you leave me?" Chris asked, sobbing a little.

Mathew froze; a great sadness filled his face. _He thought I left him, after all these years, he thought we just abandoned him… _

"Oh, Chris…" Mathew said sadly, moving slowly toward Chris and sitting down next to him on the bed. Chris was crying, looking down on the bed. Mathew cupped Chris' chin up. "Chris, I didn't leave you, you and Kit were taken away from me when you were born. I've spent twelve years looking for Kit."

Chris lifted his blue eyes to Mathew's face. "Were you looking for me too?"

"I'm not going to lie to you, Chris." Mathew said, he put an arm around his youngest son and hugged him. "I didn't know about you until very recently, the reason for this is because the doctor told me that I only have one son—Kit, he didn't say anything about you so I didn't know about you. But have I known, I would've searched for you too."

Chris shoved Mathew's arm off from his shoulder.

"How could you not know that I was born?!" Chris asked, sounding angry.

Mathew bowed his head sadly, feeling that he deserved his son's wrath.

"I'm so sorry, Chris…you see, I wasn't present when your Mom gave birth to you and Kit, and I was on a cargo run at the time so I couldn't prevent that doctor from giving you two away to different orphanages."

Chris looked up at Mathew with a tear-stain face.

"You want me?" he asked.

"More then you know." Mathew replied as he lifted Chris up into his arms and hugged him tightly. Then he looked over at Kit, who stood silently a few feet away. Mathew held out an arm. "Kit, get in here."

Kit climbed up onto the bed and sat on his Dad's lap next to Chris so that Mathew was hugging both of his sons.

"Boys, I promise I'll never leave you."

Chris giggled as he felt the warm love in the hug that his Dad was giving him and his brother.

"Dad?" Chris said.

"Yes, Chris?"

"I love you." Chris said as he wrapped his arms around his Dad's neck.

Mathew hugged Chris around the middle, rubbing him on the upper back with a hand. "I love you too, Chris."

"Hey, Chris," Kit addressed his brother for the first time, pointing at the _Flyboy_ magazine. "You're into airplanes?"

"Yeah, I dunno why, but I like to look at 'em." Chris said, staring at Kit as though trying to memorize all of his features, he was surprised of how much Kit look like him. "I've never been in an airplane before but I wish I could at least look around in one."

"Chris, you're in luck. Dad's a pilot and he's got his own plane, we can take you flying!"

"Flying?" Chris gulped, but then he forced himself to grin with excitement. "I mean, oh boy! I've always wanted to fly!"

Mathew and Kit somehow failed to see the momentarily look of fear in Chris' eyes.

"Come on, Chris," Mathew said, hugging Chris and standing up with him in his arms. "We gotta get back."

"Where're we going?" asked Chris.

"Home…sort of." Mathew said.

"Sort of?"

"I'll explain later."

A few minutes later, they were leaving the orphanage and into the golf cart. Kit and Mathew got in and looked at Chris, who stood by them.

"Chris, do you wanna drive?" Mathew asked.

Chris smiled very big.

"YEAH!" he yelled, jumping into the driver's seat and taking the wheel.

"Now, Chris, the first thing you have to do is—" Mathew begin, but the rest of his words were lost in the winds as Chris stomped on the gas and zoomed down the street with Mathew yelling: "AHHHH!!"

"Chris! Hit the break!" Kit yelled, while holding on to his cap.

"The break? Uh, which one is that?" Chris asked, looking around the steering wheel as they drove through the market place, knocking carts of tomatoes, apples, oranges and watermelon over, spilling its' content onto the sidewalk and onto the road!

"You mean you don't know how—? AHHH—Oof!" Kit grunted as a watermelon hit him on the head and he ended up wearing half a melon as a hat.

Mathew quickly knocked Chris' foot off the gas with his foot and pressed in the break and they halted.

"Whew!" Mathew sighed with relief, sliding down in his seat.

"Uh, Dad? You might wanna step on it…" Kit said in a worried tone, looking back behind them and shoving the melon off his head while casting Chris a resentful look, to which Chris grinned sheepishly.

"Why?" asked Mathew, who was still trying to catch his breath.

"Because we've got an angry mob on our tail!" Kit yelled.

Mathew looked back and saw the destruction that Chris caused to the market place and a mob of angry salesmen.

"Oh, snap!" Mathew hissed as he slammed his foot on the gas and they sped away from the angry mob. He drove all the way to the Higher for Hire dock where the _Phoenix_ was.

"Hey-hey, Matt, ready for take off?" Baloo asked with his head hanging out the window of the door on the pilot side. "Is that your other kid?" he asked when he saw Chris hopping out of the golf cart.

"Wow…" Chris murmured in awe, looking the _Phoenix_ up and down with admiration. "What a great plane, a Conwing L-sixteen, right?"

"Good eye, Chris." Mathew said, feeling proud of him. He walked up to the Phoenix and patted the side of it. "I call 'er the _Phoenix_, my best friend. Customized her myself." He pointed at one of the engine. "Can you guess what kind of engines those are?"

"Hmm," Chris said, looking up at the engine while holding his chin in concentration. "Are those Superflight One-hundreds?"

Baloo was certainly impressed as was Mathew and Kit.

"Hey, you're alright, Chris." Baloo said, giving Chris the thumb-up.

"Thanks sir." Chris muttered.

"No need ta be formal with me, Chris, just call me Baloo."

"Right, okay, Baloo." He smiled up at the pilot.

"Baloo, open the back hatches, please." Mathew said. Baloo obeyed. "Kit, help Chris into the plane while I load the golf cart in the cargo hold.'

"Okay, Dad." Kit grasped Chris' hand and led him to the cockpit. Baloo opened the door and held out a hand to the two bear cubs.

"You go first," Kit said to Chris.

"Okay, Kit." Chris said, smiling. His smile faded as he look up at Baloo, feeling distrustful of him. _If Kit trusts him, and Dad trusts him, maybe I should give him a chance… _He held up a hand to Baloo. Baloo grasped his hand and pulled him into the cockpit.

Kit was next to enter the cockpit.

"Well? What do you think?" Kit inquired of Chris as he looked all around the cockpit, taking in every detail. "Now you can't say you've never been in a plane."

"I guess…" Chris said, paying little or no attention to his older brother. He was busy looking at the controls, trying to get an idea of how the controls works. "This is an awesome plane!"

"Glad you like it," said Mathew, who had just entered the cockpit from the cargo hold. "You wanna fly us outta' here?"

"Who, me?" squeaked Chris, prodding himself on the chest with a finger. Baloo noticed the fear in the bear cub's young face. "Are you sure you want me to? You saw what I did in the golf cart."

"Good point." Mathew sighed. "Everybody buckle up, we're taking off." Mathew pushed Baloo out of the pilot seat and sat down.

Baloo moved over and sat in the navigator's seat and Kit hopped onto his big belly, landing gently this time.

"Come on, Chris," Kit said. "There's enough room on the Baloo Express for one more."

"Uhh..." Chris said shyly, looking at Baloo nervously.

"Yeah, Chris, don't worry, I won't bite. Now come on up here." Baloo patted his lap.

Chris backed away, shaking his head, looking ever so distrustful.

Mathew watched Chris closely, noticing how he was with Baloo. Before he could say anything, Baloo reached over to Chris, lifted him, despite Chris' protests.

"Chris, I would never hurt ya, ya gotta believe that." Baloo told him, holding the bear cub at arm's length, and then he pressed Chris to his chest and hugged him. "See? I'm not hurting ya." He rubbed the back of Chris' head very gently.

Chris eased his tensed muscles and relaxed in the big gray bear's arms. He actually enjoyed the embrace Baloo was giving him and he hugged Baloo back.

"There…told ya I wouldn't bite." Baloo said softly as he placed Chris on his laps next to Kit. He sat there, two bear cubs sitting on his belly with an arm around both of them.

"We're ready for take off." Mathew said, flipping all the switches that turns on the engines. "Here we go…" He pushed the throttle forward and they moved away from the dock, gliding along on the water.

_This isn't so bad._ Chris thought, but then Mathew pulled back on the flight stick, bringing the plane up into the air. _Yikes! I spoke too soon!_

He shut his eyes tight and his body tensed up again.

"Chris?" Baloo said gently in his ear. "Are you okay?" He lifted Chris off his lap and embraced him consolingly. Chris wrapped his arms tightly around Baloo's neck as though unwilling to let go, after a moment, he realized what he was doing and he let go of Baloo.

"Yeah, I-I'm fine…" Chris said, aware that his Dad and brother were watching him. "I'm just trembling with excitement," he lied quickly. He can tell by Baloo's frown that the big gray bear was not buying it.

Kit was looking out the window and saw that the sky was cloudy, perfect for cloud surfing and a little time to bond with his younger brother.

"Dad, does the _Phoenix_ has towropes?" asked Kit.

"Yeah, she does," said Mathew, who had also noticed the perfect cloud-surfing weather conditions. "Why don't you and Chris try it out?"

Before Chris could say anything or object, Kit grabbed Chris' hand and pulled him into the cargo hold.

Kit took out his airfoil, placed it on the floor, and stood on top it, beckoning Chris to stand in front of him on the board. Chris obeyed, seeing no harm in it… yet.

"Kit, wait…" Baloo said at the doorway to the cargo hold.

"We're ready, Dad!" Kit called.

Mathew pulled back on the ceiling lever, opening the back hatches.

"Matt, no!" Baloo yelled at him.

Chris, realizing too late what was going on, let out a frightful moan as the wind blew into the cargo hold, sweeping them off the floor and out of the plane!

Kit and Chris were gliding along behind the _Phoenix_, with Kit holding the towrope. The air and clouds rushed by them as they continue to cloud surf.

For a moment, Chris was enjoying it—until he looked down and saw the oceans from ten thousand feet up. He squeaked with fright, he turned around on the board to face Kit and he wrapped his arms around Kit's waist very tightly.

"AHHH!!" Chris screamed. "Oh, please, don't let go, Kit!" he cried, holding onto Kit, his body shaking like a leaf.

"Chris! It's okay, I got you." Kit said, realizing his brother was scared. He waved a hand as a signal for Mathew to reel them back into the plane. Mathew got the message and hit the switch from the cockpit. Baloo was standing in the cargo hold, near the back exit.

The towrope wheel begin to spin, reeling the two bear cubs back in.

Kit hopped into the cargo hold and put his airfoil away. It was then that he noticed that Chris somehow ended up on his back. His arms were wrapped tightly around Kit's head and his legs around Kit's waist.

"Chris, get off, you're safe now." Kit said, trying to remove Chris' hands from his head, but no luck.

Baloo stood watching, Chris had a look of terror frozen upon his face.

"Kit, he's in the state of fright," Baloo said. "He can't respond just yet, give him a minute."

"Baloo, I'm losing blood in my head here..." Kit said.

Baloo sighed, walked around Kit and tried to pull Chris off him, but his body was so stiff and frozen by fright that it did not budge.

Baloo moved his hands down to Chris' hips and tried again, but he ended up lifting Kit up off his feet as he tried to pulled Chris off of him.

Baloo sighed again, putting the two bear cubs down. "It's no good, Lil Britches, he's just not letting go."

"What's wrong with him, Baloo?" asked Kit, sounding concerned for his brother.

"Chris…" Mathew came into the cargo hold, having put the plane on autopilot. He was worried, Chris face was frozen in terror and his grip on Kit was very tight. He walked over to Chris and Kit and bent down to talk in Chris' ear. "Chris, Chris, can you hear me?"

"What's wrong with him, Dad? Why won't he respond or let go of me?" Kit asked.

"Kit…Matt…" Baloo spoke, looking from Kit and Chris to Mathew and back again. "I think Chris is afraid of height…I noticed that he got tensed when we took off…Kit, I'm sorry, I tried ta stop you, but you were already out there and I think cloud surfing was just too much for him."

Just then, Chris' body unfreezes and slumped against Kit's back.

"Chris," Baloo lifted Chris off Kit's back, held gently in his arms and carried him over to the bed on the side. "Are you alright, kid?" he asked and he placed Chris down on the bed in the corner of the cargo hold.

Kit moved to stand by Baloo, rubbing his head, relieved that Chris has finally let go.

Chris whimpered and curled himself into a ball on the bed, hugging his knees.

"Chris…" Kit sat on the bed next to him and laid a hand on Chris' back. "Chris, I'm sorry, I didn't know you were acrophobic." Chris gave no response.

Kit begin rubbing Chris' back, wondering what to do…and then an idea came to him…He stood up and shifted Chris' body to a more comfortable position and laid Chris' head on the pillow.

Chris just stared blankly at him as he did this.

Kit stroked Chris' head gently and hummed a tune before he started to sing.

"Home is where the heart is, wherever you may be. There'll always be a home for you, here inside of me… Home is where the heart is, and whatever you may do, there'll always be a part of me here inside of you…"

He touched Chris' chest, the place where his heart was and felt it beating.

Behind him, Mathew moved closer to his two cubs and started to sing the chorus.

"Four walls may surround you and protect you from a storm." Mathew sat on the bed next to the two bear cubs. "But my two arms around you will keep you safe and warm..." He picked Chris up in his arms and gave him a consoling embrace. He continued the song with Kit singing along. "If ever we're not with you, if ever you're alone. Remember where our heart is, and you'll always have a home."

Chris started to get some of his senses back, he looked up at his Dad and hugged him around the neck.

"Dad, Kit, I'm sorry, I should've told you—" he begin, looking ashamed of himself but Mathew placed a finger on Chris' lips to silence him.

"Four walls may surround you and protect you from a storm." Mathew continued to sing, hugging Chris tightly. "But my two arms around you will keep you safe and warm...Home is where the heart is, wherever you may be. There'll always be a home for you, here inside of me…Home is where the heart is, here my heart's at home. Remember where my heart is, and you'll never be alone…and you'll never be alone…Remember where my heart is…and you'll always have a home…"

As Mathew finishes the song, he saw that Chris had fallen asleep, resting his head against his Dad's chest. He smiles warmly as he stroke Chris' head. Then he laid Chris back on the bed and Kit laid beside him with an arm around Chris, letting his brother know that he will always be there for him.

Chris hugged Kit in his sleep as they continue to fly back to the Organization PhoenixHQ…

**

* * *

****Author's Note:**

WHEW! That was a long, long chapter. How did you like it? And what do you think of Chris?

For those who haven't seen or don't know, you can find the picture of Chris in my profile, just so you'd know what he looks like in case I didn't described him well enough.

Don't forget to post a review on your way out, reviews makes me happy!


	12. Chapter 12

**Disclaimer: I do not own TaleSpin or any other Disney Afternoon characters, Mathew and Chris are mine, and the rest belongs to Walt Disney! **

**Chapter Twelve**

As Mathew flew the _Phoenix_ across the ocean, his sense of directions was telling him that they were getting close to the underwater entrance of the Organization Phoenix Headquarters.

"Hey, Baloo, go back there and strap the boys down to the bed, will ya?" Mathew said, pointing a thumb over his shoulder at the door to the cargo hold. "We're gonna be landing in a few minutes."

"Ya know, Matt." Baloo said, getting up. "I still don't like that entrance."

"Hey, I'd use a different entrance if we had one," Mathew said defensively. "But sadly, we don't...I wish we _did_ have another one though, since Chris is acrophobic... Oh, I hope he doesn't wake up during the drop."

"Yeah, then he'd be stuck on Kit again…" Baloo muttered as walked out of the cockpit and into the cargo hold. "Aww..." he said as he saw the two bear cubs on the bed, asleep and hugging each other. Chris seems to be seeking comfort in his embrace while Kit seems to be providing Chris with comfort and protection.

Baloo walked over to the bed and saw that the four legs of the bed were screwed to the floor and he also saw that a pair of belts was attached to the bed frame. He bent down and started to buckle them down when Kit stirred. He was sometimes a light sleeper.

"Papa Bear?" he mumbled.

"Shh…" Baloo placed a finger to his lips and then pointed down at Chris. "Don't wanna wake him."

Kit must have known that they were about to land, because he nodded in understanding. He moved to get up, only to be pulled back down again by a slumbering Chris. He snuggles up to Kit, with one arm over Kit's chest, holding him down

"Go ahead and buckle me in, Baloo, it doesn't look like I'm going anywhere." Kit said, resting his head back on his pillow.

Baloo chuckled as he buckled the two bear cubs to the bed and tightened the belt. That done, Baloo returned to the cockpit.

"Are we all set?" Mathew asked as Baloo entered the cockpit.

"Yeah," Baloo said as he retook his seat and buckled up.

"Alright, here we go—WHOO-HOO!" Mathew yelled as he made the plane do a back flip loop before diving nose down toward the water below. Baloo braced himself for impact with the watery waves.

The _Phoenix_ hit the water with a great _SPLASH _and went beneath the surface.

The jolt of the plane as it hit the water awoken Chris and he let out a yelp and meant to sit up but could not since he was buckled in onto the bed.

"Hey! What's going on?!" Chris asked in panic, letting go of Kit and tried to unbuckle himself but could not. He turned his head to the right to look at the round window on the opposite side of the cargo hold and saw a couple of fish swim by. "We're underwater?!" he screamed, sounding even more panicky.

Kit threw his arm around Chris.

"Chris, calm down—"

"CALM DOWN?!" Chris shrieked; staring sideway at Kit as though he thought his older brother was crazy. "KIT, WE'RE UNDERWATER, FOR CRYIN' OUT LOUD!"

"Chris, calm _down_." Kit repeated firmly, tightening his one-arm embrace on his younger brother. "Shh, its okay, we're in no danger. This is just how we enter the Headquarters, though I wish they'd make another entrance."

"Headquarters?" asked Chris, looking confused. "Is Dad a member of S.H.U.S.H.?"

"No, but Darkwing said that S.H.U.S.H. and the Organization Phoenix are working together, sort of."

"Darkwing? _Darkwing Duck_?!" Chris exclaimed, looking a little shocked. "You know Darkwing Duck?"

"Yeah, I know him, I met him just yesterday." Kit replied casually as though this sort of thing was very common in his life. "He saved me from being chopped into pieces by NegaDuck and the Air Pirates…"

"Whoa…" Chris said in awe. "Makes me wonder how many more times you're going to surprise me today."

"Oh, you ain't seen nothing yet." Kit said. "Just don't accept anything from a lady in a red dress with black hair. Morgana is her name, she's Darkwing's girlfriend... but her cooking stinks…literally…She put worms and dung beetles in her cookies…"

"Oh, gross!" exclaimed Chris, looking disgusted. "Yuck! That is nasty! Thanks for the warning."

"No problem."

A few moments later, they had entered the cave and into the Headquarters. After they were safely inside the Headquarters and the plane had been turned off, Baloo and Mathew entered the cargo hold.

"Here we are, boys." Mathew said, walking over to his cubs and unbuckling them. "Sorry I scared you there, Chris, but we don't have any other entrance."

"I know, Dad. Kit told me, so it's okay." Chris said, smiling up at his Dad.

"Come on guys, I can't wait to see what Wildcat and Gadget done to the _Sea Duck_." Baloo said, opening the back hatches and walking out

They all exited the _Phoenix_ and walked through the airport room and they stopped in front of the _Sea Duck... _or rather, what_ used _to be the_ Sea Duck._

Baloo stopped dead in his tracks; his expression was a mingled horror and shock. The _Sea Duck_ lay in pieces before his eyes, looking like nothing but a pile of yellow metals. He stood there, frozen in shock for and moment and then—

"MY BABY!" Baloo shrieked, running over to the remains of the _Sea Duck _in utter despair. He picked up the flight stick from the ground, fell to his knees and hugged it, sobbing as he did so.

Kit watched him with a strong reminder of the full week Baloo spent moping when he lost the _Sea Duck_ to the Lightning Gun while saving Cape Suzette.

"Oh, Baloo…" Kit said sympathetically, walking up to the large pilot and patting him consolingly on the shoulder.

"She was a great plane, wasn't she, Lil Britches?" Baloo asked sadly.

"The best, she was the best, Papa Bear." Kit said, equally sad.

Chris watched from a ten-foot distance, noticing how Kit refers to Baloo as 'Papa Bear' and made a mental note to ask Kit for the reason behind his nickname for Baloo later.

Baloo stared sadly at the flight stick in his hand and then his face was contoured with rage and his sharp teeth were bared.

Standing up, he growled: "What happened?! Who did this?!" he gestured at the big pile of yellow metals that had once been his faithful plane.

Like a deer caught in the headlights, Gadget stood stiff as a board, a look of terror frozen on her face. With one swift movement, she directed a whole arm and pointed at Wildcat, who sat in a corner, playing with his tools and talking to them.

"Grr…Wildcat…" Baloo growled as he marched slowly toward Wildcat, rolling up his sleeves as he went.

"Hey, take it easy, Papa Bear." Kit said as he ran to get in front of Baloo and attempted to push him back with both hands on his great belly.

Baloo ignored him and continued marching on, causing Kit to slide backward on his feet.

"Baloo! I'm sure he didn't mean it…" Kit said, still trying to prevent Baloo from getting any closer, but with no success.

"I didn't mean what?" Wildcat asked innocently, looking from his hammer to the pair of them, obviously oblivious to what Baloo was about to do.

"You—you—you—" Baloo was so angry, he was speechless.

"Baloo!" Kit cried desperately.

Once again, Baloo ignored him and proceed to move closer to Wildcat.

"You destroyed my plane, man!" Baloo yelled at him.

"I did?!" Wildcat asked, stretching his head in bewilderment.

"Oh, that tears it!" Baloo growled.

"Baloo!—STOP!" Kit yelled, pushing Baloo as hard as he could, his yell caught Mathew's attention who was busy putting the golf cart away.

Baloo drew back a fist and threw it at Wildcat!

"Baloo—NO!" Kit cried, jumping in front of Wildcat and was hit in the jaws by Baloo's fist, which was meant for Wildcat and the poor bear cub fell onto the ground.

Instant regret jolted Baloo back to his senses as he saw Kit sprawled on the floor, holding the side of his face, gasping and whimpering.

"Oh no, Kit! I'm—" Baloo begins, but a look from Kit's screaming and tearful eyes rendered him speechless with remorse, a tight knot in his throat.

Still holding his swollen cheek, Kit stood up and dashed out of the airport room, sobbing.

"Kit, wait!—OW!" Baloo cried as someone kicked him on the leg. He clutched it and looked down to see an angry-looking Chris.

"You hurt him!" Chris yelled at him. "He looks up to you and you hurt him!"

"Chris, I—" Baloo begin but Chris gave him an angry glare and then ran off after Kit.

"Kit! Wait up!" Chris called after his brother as he chased after him.

Baloo sighed sadly. "I didn't mean ta hit him—OW!" he cried as someone punched him in the jaws, causing his head to jolt sideway. Holding his cheek, he looked at the person who had hit him; it was Mathew, glaring angrily at him.

"I can't _believe_ you did that!" Mathew snarled.

"I didn't mean ta hit him, Matt..."

"Well you did!" Mathew snapped at him. "You'd better hope he doesn't have a broken jaw after that!"

"I do…" Baloo said, looking shamefully down at the floor. "With all my heart…"

Meanwhile, Kit was running aimlessly down the hall, tears were still flowing out of his eyes.

"Kit, stop!" yelled Chris' voice from a distance, still chasing after him but he ignored Chris and kept on running.

_How could you, Baloo? After all the time we've been together, how could you just lose control and hit me like that? _

He was not paying attention to where he was going and he ran into something very solid.

"Oof!" Kit grunted as he fell backward onto the ground.

"Oh!" cried a female voice. Looking up, Kit saw Rebecca standing over him, looking down at him with concern. "Kit, are you alright?"

She held out a hand and helped Kit to his feet. No sooner was Kit back on his feet then he threw his arms around Rebecca's waist, hid his face and cried.

"Kit…" Rebecca said softly, bending down to his height and hugging him consolingly. "What's the matter?"

But Kit was sobbing too much to give her a clear answer.

"Shh…it's okay, calm down…" Rebecca said softly, holding him and rocking him. It was then that she noticed another bear cub standing there a few yards away. "Oh, hello, you must be Chris."

"Um…yes ma'am." Chris said shyly, bowing to her.

"I'm Rebecca Cunningham." Rebecca said as she stroked Kit's head. "Do you know why Kit is upset?" she asked Chris.

"Yes, ma'am," Chris said. "Baloo hit him."

"WHAT?!" Rebecca exclaimed furiously.

"Yeah, got him in the face." Chris went on.

Rebecca held Kit at arm's length to examine his face and saw a black bruise on the right side of his face and his cheek was swollen.

"Oh my goodness, Kit. Come on, we gotta get the swelling down."

She led Kit by the hand back to her room and Chris followed. When they were in her room, she motioned for them to sit down on the sofa and they walked over to the sofa and sat while she went to the bathroom.

Chris looked sideway at his brother and saw that Kit's head was bowed and tears were still leaking out of his eyes. He placed an arm around Kit's shoulders in an attempt to comfort him.

As soon as Kit felt his brother's arm around him, he leaned sideway and rested his head on Chris' shoulder. Chris took advantage of this moment to lift Kit's cap off his head and placing it aside and then he hugged Kit, rubbing the back of Kit's head with one hand.

Chris saw that under the cap, he and Kit were totally identical with the exception of his blue eyes and the hairs on the back of his head were longer then Kit's.

"Kit, ar-are you going to be okay?" Chris asked, still rubbing Kit's head.

"Yeah… I'll be okay, but it hurts." Kit replied, rubbing his swollen cheek.

"I know, but on the bright side, you took the punch a lot better then I would've done."

Kit managed a small smile as he sat up straight.

"Thanks for trying to cheer me up."

"Okay, you leave me no choice…" said Chris, and then he tackled Kit on the sofa and started tickling him. "I'll only stop when you're cheered up!" he said loudly over Kit's screams of laugher.

"HA, HA, HA, HA! Okay, okay! Ha, ha, ha! I'm happy! See?" Kit attempted a grin but it looks more like a pained grimace.

"Does it hurt to smile?" Chris asked, suddenly concerned and he stopped tickling Kit and helped him back into a sitting position.

"Yeah…" Kit muttered, rubbing his cheek with a hand.

Rebecca returned to the living room with an icepack.

"Here, Kit…" she said, sitting down on the sofa beside him and gently placed the icepack onto Kit's right cheek. He gasped, winced and jerked back. "I know, I know it hurts, Kit, but we got to get the swelling down." She tried again and this time, he gasped and winced but he did not jerked away.

After a few moment, Kit placed a hand on the icepack to hold it there himself.

"Oh, when I get my hands on Baloo, he's going to get more then a busted eardrum!" Rebecca fumed.

"Mom, in Baloo's defense, he didn't _mean_ to hit me." Kit said. "We came back from getting Chris and we found the _Sea Duck _in pieces. Baloo got mad and tried to hit Wildcat, not me. I just…got in the way."

"Oh, sweetie," Rebecca hugged Kit. "If you knew it was an accident, why were you so upset?"

"Because…we've been through so much together, I thought—I thought that he'd lay off of Wildcat…for me…it made me wonder how strong our bond really is."

"Kit?" Chris whispered in Kit's ear. "Did Dad marry this lady? Because I noticed you calling her 'Mom.'"

"No, Chris, they're engaged," Kit explained. "And Miss Cunningham is like a Mom to me anyway, so I went ahead and call her that."

Chris looked Rebecca with wide eyes, shocked with his jaws dropping

"Oh, wow…" he said faintly, and then he playfully punched Kit on the arm. "Will you stop surprising me?"

Kit just gave him a sheepish grin, as Chris looked Rebecca up and down as though trying to determine if she was the right size.

"Dad got good taste in women then…" Chris commented, still looking her up and down as though inspecting her. "And by the way she acts with you, I'd say she make a great Mom."

"Well, thank you, Chris," Rebecca said smiling.

There was a knock on the door and Rebecca stood up from the sofa, strode across the room and opened the door.

Baloo stood on the threshold, his head bowed in shame. He was holding his cap in his hands, twisting it.

"Hey, Becky…" he said in a low voice which sounded like he had a bad cold. "Can I see Kit a minute? I want ta apologize…"

Rebecca was tempted to scowl at him, tell him firmly 'no!' and slam the door in his face. However, she could not find it in her heart to do so as she saw how miserable and remorseful Baloo appeared.

"Of course, Baloo." Rebecca said, standing aside to let him in. "Kit, Baloo's here and he has something to say."

"Okay, Mom." Kit looked over at the large gray bear and watched him approach him and Chris.

Chris jumped off the sofa and stood in front of Baloo, blocking his path.

"You stay away from him!" Chris snarled up at Baloo. "I won't let you hurt him again!" Chris clearly has a heart of gold and the bravery of a lion when it comes to protecting those he loves. In the short time they have been together, Chris has grown attached to his elder brother and loves him deeply.

Baloo stopped in his tracks, his head bowed, looking rejected and defeated as he slowly turn on his heels and begin to walk out of the room.

"Baloo…" Kit spoke up. "…wait…don't go." Baloo stopped and stood there with his back to Kit and Chris. "Just…tell me whatever it is that you came to say."

At this, Baloo actually broke down, falling to his knees in tears. He covered his eyes with his hand, a sob escaped his lips.

"Baloo?" Kit sounded concerned; he ducked around Chris and walked over to the large whimpering bear. "Baloo…" he reached out to Baloo and placed a hand on his back. "Are you okay?"

"Oh, Kit!" Baloo cried as he sprung around on his knees, threw his arms around the bear cub and gave him a big bear hug. "I'm sorry, Lil Britches, I didn't mean ta hit ya..."

Kit wrapped his arms around Baloo's neck and patted his shoulder sympathetically.

"It's okay, Papa Bear, I forgive you." Kit whispered in Baloo's ear, while hugging the large gray bear.

Chris stood a short distance away, looking on the scene before him with a mixture of bewilderment and surprise, possibly wondering how Kit could be so forgiving.

Baloo and Kit shared a warm and loving embrace for a few moments, neither seems to want to let go. Finally, the broke apart.

"Lil Britches…" Baloo spoke, cupping Kit's chin very gently to avoid hurting his sore jaw, and had Kit to look him in the eyes. "I promise I won't ever hit ya again. I never wanted ta hurt you."

"I know, Baloo, I know." Kit said as he embraced Baloo again. "I love you, Papa Bear."

Baloo gently wrapped his arms around Kit's waist and returned the embrace.

Standing by the doorway, Rebecca watched this scene with a tear sliding down her cheek; she wiped it away with a finger, truly touched by this beautiful moment.

Chris tapped Kit on the shoulder while he was still sharing a warm embrace with Baloo.

"Uh, Kit?" he said.

"Yeah, Chris?" Kit asked as he and Baloo broke apart, and he turned to look at Chris.

"Um…were you adopted or something?" Chris asked. "Before Dad found you I mean."

"No..." Kit replied.

"Then why are you calling Baloo 'Papa Bear'?"

Kit looked up over his shoulder at Baloo and smiled before he answered.

"Because, Chris, before I met him, I had nobody." Kit said. "I was just a lonely kid, having just escaped life with Air Pirates. While on the run from them, I ran into Baloo, and then I took refuge on his plane. I half-expected him to turn me in to the police, but instead he welcomed me with open arms into his plane, took me to his place and gave me a home, he and Mom both gave me a home. To me, Higher for Hire is my home, where I belong. And after being with Baloo for a few days, I couldn't help admiring him, we were best of friends. Baloo took care of me and accepted me, even though I was once a Pirate…"

Kit stopped speaking and looked up at Baloo who smiled warmly down at him.

"No one has ever accepted me like Baloo did in a very long time." Kit continued. "I told him how I didn't have a home or a family and how I hooked up with Carnage a year before we met at Louie's…and you know what he said to me?"

Chris shook his head.

"I think I said 'hey, forget about them, Lil Britches.'" Baloo cut in, placing a hand on Kit's shoulder and reciting the exact words he said to Kit on the flight to rescue Rebecca and Molly from the Air Pirates. "'From now on, you're with me. We're buddies, pals, a team.'"

"No one has ever said anything like that to me before;" Kit said, a tear sliding down his cheek as he told his most fond memory to his brother, the memory was still very touching to him. "He cared about me as if I were his son. I hesitated and then said the only thing I could think of at the time…I said 'thanks Papa Bear.' And I've been calling him that ever since."

"Oh…" Chris said, for some reason he was looking ashamed of himself as he looked down at the floor. "I'm sorry I kicked you, Baloo…"

"Aw, don't worry about it, Chris," Baloo said, patting Chris on the shoulder. "You were only looking out for Kit, that's all, I understand."

"You kicked Baloo?" Kit asked Chris incredulously.

"Yeah…" Chris replied, still looking at the floor. "He hit you and it made me mad to see you get hurt, so I kicked him."

"Ya know, Chris…" Baloo said, rubbing his leg. "You should be on a Soccer team or something, cuz that was one powerful kick you got there."

"You really think so?" asked Chris excitedly. "Cuz I wanna play Soccer!"

Just then the door to the apartment opened and Mathew walked in, holding a video tape in his hand.

"Baloo, I've just been to the security room and…well…we got a problem…" He held up the tape and walked over to the TV, popped the tape into the VCR and played the tape.

A duck in a clown suit and a rat in a yellow jumper suit with a big red battery strapped to his back appeared on screen.

"Hey, I know those guys!" Chris exclaimed. "They're Megavolt and Quackerjack! How did they get in here?"

"We don't yet know, but watch and see what they do." Mathew said.

They watched as Quackerjack on screen gestured for Megavolt to follow him.

"Come on, Sparky…" Quackerjack said in a taunting voice. "Hurry up before they come back!"

"Don't call me Sparky!" Megavolt snarled. "And I'm coming!"

The two villains walked up to the _Sea Duck_ and stopped to look at it.

"Are you sure this is the right plane?" Megavolt asked.

"Of course, I'm sure!" Quackerjack insisted. "This is a Conwing L-sixteen and NegaDuck _said_ that the _Phoenix_ was a Conwing L-sixteen."

"Okay, if you say so…" Megavolt said, sounding doubtful. "But I thought the _Phoenix_ was suppose to be red…not yellow."

"Who cares?" Quackerjack said impatiently. "Maybe those two mechanics painted it or something." He withdrew a couple of toy teeth that were moving, biting at the air on their own accord! "Time to work our magic...Sparky…" He said the nickname for Megavolt in an even more taunting tone.

That done it, Megavolt flared with electricity. He raised his arms to the _Sea Duck._

"DON'T CALL ME SPARKY!" he screamed as lightning shot out of his fingertips and zapped the plane. The plane glowed with an electric aura and then all the bolts and screws that held the plane together came flying out!

With no bolts or screws to hold it together, the plane came crashing into pieces onto the floor. Then Megavolt turned around and looked up at the camera and zapped it and the screen went blank with statics

Baloo stood there, frozen in shock. If it was bad enough to see the _Sea Duck_ in pieces, it was nothing compare to watching it happen. Then a face of rage replaced his face of shock.

"Ooh, when I get through with that guy, he'll be able to count all his teeth on one finger!" Baloo fumed, marching out of the apartment and slamming the door behind him.

The Cloudkickers and Rebecca stared at the door through which Baloo had exited the apartment.

"Dad?" Kit spoke up. "What will become of the _Sea Duck_?" He had loved that plane as much as Baloo did and he was sad that a great classic like the _Sea Duck_ had been reduced to rubbles

"Well…" Mathew said, smiling. "By this time tomorrow, the Sea Duck will be up and ready for a test flight, if I'm correct about Wildcat's speedy repair capabilities, that is. I gave Gadget and Wildcat the blueprints to the _Phoenix_, so they should have it back together and modify it with the overdrive module and engine coolers so that it'll be like my plane."

"Baloo will like that," said Kit, he then yawned, he didn't get his nap out on the plane because Baloo woke him up in the middle of it. "I'm going to take a nap. Mom, can I sleep on your couch?"

"Sure honey," Rebecca replied softy.

Kit walked back over to the sofa and laid down. Chris, who was as tired as Kit and he too didn't get his nap out, joined him on the sofa and the two brothers fell asleep with one arm around each other…

* * *

**Author's Note**

I realize that it's been awhile since I last updated, but in my defense, I had a virus and my computer had to be cleaned out. Also I had some writer's block spells sometimes. Anyway, I hope you enjoyed this chapter.

You're probably wondering by now what does Mathew Cloudkicker and Chris Cloudkicker sound like.

Well here's your answer:

Mathew Cloudkicker's voice sounds like Simba (from the Lion King II.) So the voice actor for Mathew Cloudkicker would be Mathew Broderick.

Chris Cloudkicker sounds a little like Kit, except his voice is slightly higher then Kit's. I am told that even as an adult, R.J. William can still do the voice of Kit, so R.J. William would be the voice actor for both Kit and Chris.


	13. Chapter 13

**Disclaimer: I do not own TaleSpin or any of the Disney Afternoon characters**

**Chapter Thirteen**

Rebecca was sitting in an armchair, reading a book, every now and then she'd cast a glance at Kit and Chris as they slept together on the couch, cuddling each other in their sleep.

_They have really attached to each other in such a short time, _Rebecca thought as she stood up. _But hey, _she shrugged,_ what do you expect? They're twins... I just hope I can be a good mother to them both, especially Chris._ She opened a closet and withdrew a blanket from within, walked over to the two slumbering bear cubs, placing the blanket over them and tucking it in around them. _So my flight crew doesn't get too chilly. _She pushed Kit's hair back and kissed him on the cheek, and then she kissed Chris. _Sweet dreams, my little aces. _

Kit and Chris both smiled in their sleep.

Meanwhile…

Darkwing Duck was crouching low to the ground, going up and down the hallway with his magnifying glass in his hand, following a trail of footprints on the floor.

_How did Megavolt and Quackerjack get in here? _Darkwing wondered as he continues to follow the trail of footprints. _There's_ _only one way in and out and nobody knows where the entrance is._

"Oof!" Unaware of whom he heading, Darkwing bumped into a pair of legs and collapsed backward.

"Hey, watch where you're—oh…" Darkwing shook his head to clear the stars from his vision and looked up to see Max Goof, Goofy's teenage son.

"Hey, Darkwing, are you alright?" asked Max as he helped the Masked Mallard to his feet.

"Who, me? Oh, yeah…I'm just fine—now, if you'll excuse me, I got a crime to investigate." Darkwing moved away from Max, and continued to look around the floor with his magnifying glass.

Max sighed, "Crime fighters, they're all the same… Darkwing, there are millions of footprints on the floor, how can you tell which is Megavolt's or Quackerjack's?"

Darkwing stopped and his head spring up. "Good point there, Goofy Junior…"  
At this, Max turned brick red, his fists clenched.

"Never…Call me…_that_ again..." he growled through clenched teeth.

"Whatever you say, Goofy Boy…" Darkwing said, unconcerned, trying to think of how to solve this mystery.

Max shook with rage. "_That_…either..!"

"Look, Max," Darkwing said impatiently. "Unless you have any _valuable_ leads on how Megavolt and Quackerjack got in here—GO TO YOUR ROOM!"

Max crossed his arms and glared at the Masked Mallard. "You're not my Dad."

"AHHH-HOO-HOO-HOO…!" as if on cue, Goofy came bursting into the scene on rocket-installed skates and crashed into Darkwing, plowing him into the wall!

"Oy…" Darkwing groaned in a dazed state, seeing stars fly around his head. Then he shook his head like a dog trying to rid itself of water. "Goofy…" he grunted as he pushed the bloodhound off of him. "Why are you _still_ going around in those skates?"

"Gawrsh, sorry, Darkwing." Goofy said, standing up but falling back down again due to the skates rolling out from beneath him. "Whoa-whoa!—Oof!" he fell at Darkwing's feet and looked up at him from the floor. "Still testing these for Maxie."

"Goofy, if I were in your shoes, I'd throw those away!" Darkwing then pointed at the skates. "Those are dangerous! I'd never even let Gosalyn wear 'em!"

Goofy frowned with the seriousness that was against his nature as he sat up.

"You're right, Darkwing…" he took off the skates, stood up and turned to Max, holding the skates by the laces. "Sorry, Maxie, but these are too dangerous. They're hard to control and I could never find the breaks on this thing. And I crashed into Mathew on these…"

"Mathew?!" Max panicked. "You crashed into Mathew? _The_ famous pilot, Mathew Cloudkicker?! Oh, no, please tell me you didn't break him…"

"Hmm, I dunno…he seems fine when I delivered his mail to him." Goofy said, and then he turned to Darkwing. "Darkwing, I was talking to Gizmo Duck a few minutes ago. He said that the bad guys got in here by stowing away in one of Shere Khan's aircraft."

Darkwing's eyes widened at this piece of information. To him, it was so obvious that he smacked himself across the face.

"Of course!" he exclaimed, he pounded his fist against his palm. "There's only one way in and out, and we're too deep under water to make a new entrance up on land. And Megavolt can't get near the water without electrocuting himself—boy! Am I feeling _really_ stupid!" he smacked himself across the face with a hand.

"Aw, ah-yuck! You're not stupid…" Goofy placed a comforting hand on Darkwing's shoulder. "You just haven't thought of that, that's all."

"Thanks, Goofy…" Darkwing mattered, still a little upset with himself. "You're always the honest one."

"Welp, I gotta go," Goofy said. "Mr. McDuck told me to lock the only entrance into this dome and to tell all the pilots that their planes are grounded till further notice. That includes your _Thunderquack._"

"So, basically we're stuck here until we capture Megavolt and Quackerjack…" Darkwing said dully

"Basically…" Goofy replied, he walked on to tend to his duties around the headquarters; he only went as far as two yard away from Max and Darkwing when all of a sudden—

_BOOM! _

The whole of the Headquarters of the Organization Phoenix shook violently as if an earthquake just occurred. Then the alarms went off and red lights flashed around them.

Overhead came the voice of Gizmo Duck on the intercom.

"Emergency! This is _NOT_ a drill! A hole had been made in the airport room, and water is now flooding in! Please return to your rooms until we get things situated!"

"Sounds like they got away on one of the planes." Darkwing groaned, then he saw something that made his heart skip a beat—water, a huge monstrous wave of water was rushing down the hall toward them!

Max saw it too, for he let out a yelled of panic and cried out: "RUN!"

The three of them bolted for a door nearest them, got in and shut the door on the monstrous wave of water. They heard it splash down and run down the hall.

"The halls are now filled with water…" came Gizmo Duck's voice over the intercom.

_No kidding? What was your first clue, pinhead?_ Darkwing thought with a sarcastic and bitter mood. He hated being helpless to do anything to help out, that and his jealousy of Gizmo Duck caused the Masked Mallard to experience these bitter and resentful moods.

Gizmo Duck's voice ran out again.

"I recommend you all stay in your rooms where the water can't get in. I'll take care of this problem personally."

"YOU BETTER NOT SCREW THIS UP!" yelled Scrooge McDuck's voice in the background. "IF ANYTHING HAPPENS TO MY GRANDNEPHEWS, I'LL HAVE YOUR HEAD! NOW GET GOING!"

At this, Darkwing chuckled lightheartedly. _You know, I think I'm going to like that old rich duck…_

Elsewhere; Megavolt and Quackerjack were flying one of Shere Khan's plane. They just broke the surface of the water and went soaring into the air.

Inside the cockpit, Megavolt was straining to hold the flight stick in place but the flight stick kept pulling Megavolt forward as he tried to pull back on it.

"Uh! Flying is harder then it looks." Megavolt panted as he continues to pull back on the flight stick. "That big fat bear and that Cloudkicker guy makes it look so easy!"

"Wait, you don't know how to fly this thing?" Quackerjack asked from the co-pilot seat, looking slightly worried.

"Do I look like a pilot?" Megavolt snapped at him. "I…can't…hold it..! Ah!" Finally he lost his grip on the flight stick and it shot forward and bounced off the dashboard, creating a dent there and the plane pointed downward.

Megavolt and Quackerjack both screamed and then Quackerjack withdrew his banana doll called Mr. Banana Brains from his pocket.

"We're doomed! Oh, we're doomed!" Quackerjack said in a high pitch voice, talking for the banana doll.

"Oh, shut up…" moaned Megavolt as he braced himself for impact.

The plane was heading toward a deserted island and the two villains were screaming for their lives.

The plane crash landed on the sandy beach of the island and slid across the beach until it ran into a couple of coconut trees.

After the crash, Quackerjack was sitting on the beach below the plane, looking dizzy, while Megavolt hung with his head and torso sticking out of the broken windshield, looking dazed.

"Oh…remind me never to fly a plane again…" Megavolt groaned.

"Uh, uh, gladly, Sparky…" Quackerjack groaned, looking dazed. Out of anger at being called 'Sparky', Megavolt aimed his finger at a coconut tree and shot a bolt of lightning at one of the coconuts and it fell out of its' tree and bonked Quackerjack on the head. "OUCH!" He now looked even more dazed with toy tops and teddy bears flying around his head and his tongue hanging out of his mouth. "Whaaa…"

Megavolt crawled backward through the windshield, back into the cockpit, he sat down in the pilot seat and picked up the radio microphone and called Pirate Island.

"Come in, Peter Piper, come in…"

"This is Peter Piper… what is it?" Don Carnage's voice spoke through the radio. "And this has better be important!"

"Well," Megavolt said unto the microphone. "We crash landed on an island about twenty miles south of Pirate Island…"

"Yes, yes, enough of the small details…" Don Carnage said impatiently. "...Did you dismantle that red plane?"

"Uh…" Megavolt said hesitantly, now wishing he made absolute sure he got the right plane. "Are you sure it wasn't a yellow plane?"

"Yes, I am sure!" yelled Don Carnage furiously. "I saw it with my own two perfect eyes."

"Well, we found a plane that fits the description you gave us," said Megavolt nervously. "but it was yellow, not red."

"YOU IDIOTS!" Don Carnage screamed. "That was the _Sea Duck_! Not the super-fast red plane!"

"Oh, well Quackerjack told me that it was the right plane…"

"Then I shall send someone to come and fetch you, but Quackerpack is to be left for dead!"

"Yes sir…Over and out." Megavolt hung up the microphone.

—**Back at the Organization Phoenix**** HQ—**

The hallway of the Headquarters was soaked and wet; Gizmo Duck has somehow managed to cover the hole in the dome, repair the wall and drained all the water.

"Whew! Glad that's over!" Gizmo Duck said in relief. He was a duck in a robotic suit with a single wheel underneath him as a way of getting around. He rolled down the hall; a hand with a microphone popped out of a slot on his helmet and held it to his beak. "May I have your attention please, it is now safe to come out, the hole in the wall has been repaired and the halls had been drained of all the water. The floors are still wet, so be careful. That'll be all."

One of the doors down the hall burst open and bounced off the wall, and Mathew came dashing out, running down the hall toward the Airport Room and out of sight. Gizmo Duck knew that he was going to check on his plane.

Then Darkwing, Goofy and Max came out of the room they were in and greeted Gizmo Duck.

"Are you guys okay?" asked Gizmo Duck, looking at three of them with concern.

"Yeah, we're okay." Goofy replied. "And thanks to you, we won't be swimming with the sharks tonight, ah-yuck!"

"No problem!" Gizmo Duck said in a loud, dramatic and heroic voice. "Just doing my job."

"Oh, brother..." Darkwing muttered under his breath, rolling his eyes.

In the Airport Room, Mathew ran toward the _Phoenix_, opened the door on the pilot side and jumped inside. He checked the cockpit over, making sure everything was the way it should be. Then he sat down in his seat and attempted to start the engines, but they stuttered and died on him. Looking out the window at the propellers, he saw that seaweeds were tangled up in them.

"Okay, other then the seaweeds in the propellers, the _Phoenix_ is just fine." Mathew said with a little bit of satisfaction in his voice. He can handle the seaweed problem.

"Hey, Mathew! How's the _Phoenix_?" said a voice.

Mathew looked out his window and saw Wildcat standing there with an innocent, childlike smile on his face.

"She's fine, Wildcat, she just got seaweeds in the engines."

Wildcat climbed onto one of the wings and opened up the engines.

"You know, you're right." Wildcat said, smiling innocently like a child. "This little flaming bird is all clogged up, she's saying '_help me, help me, I can't breathe, I got a cold_!'" he collapsed backward on the wing as if he was fainting and then sat back up again with his tools in his hands, opening the engine. "But Uncle Wildcat will make it all better."

Mathew did not know what Wildcat was doing but he heard him hammering away on the engines and when he looked out the window to see what Wildcat was doing, he saw, to his astonishment, a clean, seaweed-free engine and propeller. He was so shocked, he didn't seem to notice that his jaws had dropped, his mouth hanging open.

Wildcat was already fixing the other engine before Mathew was able to get back to his senses and close his mouth.

"Ha-ha, I'll never get use to Wildcat's speedy repairing ability…" he chuckled, shaking his head.

"Okay, Mathew, she's as good as pretty and twice as new now." Wildcat called to him as he got off the wing and walked a few yards away before turning around and saying in loud voice. "Start 'er up!"

Mathew turned on the engines, they roared to life and sounded better then Mathew could ever remember, everything was running very smoothly. The propellers were spinning very nicely. Satisfied, Mathew turned off the engines and gave Wildcat the thumb-up before opening his door and getting out of the plane.

"Great job, Wildcat!" Mathew said, patting Wildcat on the back. "She sounds better then ever! So, how's the _Sea Duck_ coming along?"

"Still very unwell…" Wildcat said sadly, but then his face brightened. "But she's coming along very nicely."

"Can I see it?" Mathew asked.

"Sure, man, follow me." Wildcat led the way to a big plane garage and pushed open the big iron doors. "There she is."

Mathew walked in after Wildcat, looking in awe at the _Sea Duck_.

The body of the plane was put back together again, looking brand new with a darker shade of yellow and red and it was sparkly clean. But Mathew could tell it wasn't complete yet. Although the body of the plane, wings and tail section was put back together, it was still lacking the pontoons under wings and the engines and propellers hasn't been installed yet.

Walking around the _Sea Duck, _admiring the plane from every angle, he spotted Gadget in a corner, wearing a wielding mask, wielding an engine with a blowtorch

As Mathew approaches Gadget, he saw that she was working on a newer version of the Super Flight One Hundred, adding the Overdrive turbo, along with her engine cooler invention

"Oh, hi Mathew," she said, turning off her blowtorch and pushing her wielding mask up so he could see her face. "I'm just adding the finishing touch to engine one, I still have to do engine two and Wildcat and I have trouble getting the pontoons back on."

"I think I can help with that." Mathew said. "Wildcat, help me lift this pontoon."

"Okay, Matt." Wildcat said as he and Mathew walked over to the other side of the room.

Mathew and Wildcat lifted a pontoon and carried it over to the _Sea Duck_.

"Man!" Mathew panted. "Pontoons are heavier then they look!"

"You're telling me," Wildcat grunted as he struggled to keep his balance under the weight of the pontoon.

They held the pontoon under the left wing while Gadget got a ladder and climbed up to the wing and bolted the pontoon to the wing. And they did the same thing with the other pontoon.

"There! Now all is left is to install the engines, but they're not done yet." Gadget said as she returned to working on the engines.

"Well, if you need me, I'll be in my room." Mathew said as he left the work shop.

—**Back in Rebecca's room—**

Chris stirred as his eyes fluttered open; he sat up and rubbed his eyes. He looked sideway at Kit and patted him gently on the head before getting out the blanket and off the couch.

He looked over at Rebecca and saw that she was taking a nap too.

_Perfect,_ he thought. _Now I can explore on my own... _

He crept across the living room and quietly opened the door and stepped out into the hall and silently closed the door...


	14. Chapter 14

**Disclaimer: I do not own TaleSpin or the Disney Afternoon characters**

**Chapter Fourteen **

Rebecca awoke to the sound of someone knocking on her door. She let out a huge yawn as she got up, stretched and went to answer the door.

A black mouse with big round ears stood on the threshold. He was wearing a light blue suit with a matching top hat, which he took off and bowed to Rebecca.

"Good day, ma'am," he said in a high pitch, squeaky voice. "My name is Mickey Mouse, founder and chairman of the Organization Phoenix, at your service. I hope you're enjoying your stay here."

"Oh, hello, Mr. Mouse, won't you come in?" Rebecca bowed Mickey inside.

"Why, thank you, ma'am." Mickey said politely, as he stepped over the threshold and into the living room.

As Rebecca closed the door, she said: "I was under the impression that Mr. McDuck or Shere Khan were in charge, seeing that they give orders around here."

"Oh, they're in charge whenever I'm away." Mickey said, hanging his top hat on the coat rack next to the door. As he went to sit down on the sofa, he saw it was already occupied by Kit, who was sleeping ever so peacefully, Mickey smiled and redirected his steps toward a red, slightly overstuffed armchair and sat down. "Cute kid," he said, gesturing toward Kit. "Mathew's son, I presume."

"Yes, that's—" Rebecca gasped, staring horrorstruck at the place where Kit lay.

"Is something wrong?" Mickey asked, looking worried.

"CHRIS!" she yelled, rushing over to the sofa and frantically pulled the blankets off of Kit and tossed the cushions aside as though hoping to find him hiding underneath them. "WHERE IS HE?"

Through the chaos and attack on the sofa, Kit jerked awake.

"Mom!" Kit gasped, quickly getting off of the sofa and out of her way as she continued her assault on the sofa. He backed away a few paces before asking: "What's going on?"

She stopped, the sofa was now looking so worn and battle-scarred, you would have thought that a tiger had clawed and chewed on it. She moved toward Kit and placed her hands on his shoulders.

"Kit…" she said in a voice of forced calm, though Kit noticed that her voice trembled as she spoke. "Where's Chris?"

Kit's eyes were suddenly big and round, a look of panic filled his furry face.

"I... I don't know…" He said as he moved away from Rebecca and begins to search the room.

"Oh… Where could he be?" Rebecca moaned to nobody in particular, lifting the armchair up as though hoping to find him hiding underneath. "Where could he have gone off to?"

"Perhaps, I could be of service." Mickey offered.

Kit gasped and spun around on the spot, he only just realized Mickey was there.

"Who are you?" he asked the black mouse, looking at him with a distrustful expression.

"Mickey Mouse," Mickey said with a bow to Kit. "Founder and chairman of the Organization Phoenix, at your service."

Rebecca noticed Kit moving slightly behind her and understood. Being a former street kid, Kit still processes his fear of trusting adults, especially adults that are strangers to him, though that fear has slowly dissipated over time due to his relationship with Baloo, Rebecca, Wildcat, Louie and of course, his father, Mathew, the fear was still there.

As Mickey looked at Kit with concern, noticing too that he had sidestepped slightly behind Rebecca, Rebecca mouthed silently to him: "He doesn't trust adults very well." And Mickey nodded in understanding.

**Meanwhile…**

"Oh, where am I?" moaned Chris despairingly as he looked around the maze of many doors and hallways. "When I started to explore, I didn't expect to get lost…" He sighed sadly.

And then, his left ear sprung up and wiggled as it detected a sound in the distance. He listened hard.

"Good evening, I'm Daisy Duck from _What in the World_, reporting live from the Organization Phoenix's HQ. Yesterday, two villains known as Mega—Donald, hold the camera steady!"

"I'm trying, I'm trying!" said an irritated voice that seems to quack a little.

Chris followed the sound of their voices, peered around the corner and saw a white female duck with a stylish hairstyle, wearing a pink dress with matching high heels and holding a microphone in her hand. Chris craned his neck a little, the better to see who she was talking to and saw a white male duck in a blue T-shirt decorated with red flowers, balancing a heavy video camera on his shoulder.

"As I was saying," Daisy continued, addressing the camera. "Yesterday, two villains known as Megavolt and Quackerjack had snuck into the Organization Phoenix's secret base by stowing away on Shere Khan's aircraft and then they escaped with the same plane they hitchhiked to get in. While escaping, they created a massive hole in the dome, flooding the place with seawater. Though thanks to the quick actions of Gizmo Duck, the hole has been repaired and the headquarters has been drained of seawater. As you look behind me, you can clearly see that the hallways are still wet and seaweeds littered the floor. No deaths or injuries had been caused by this incident (thanks goodness!)" she sighed with relief, her hand on her chest. Then she straightened up, beaming at the camera. "That is all for now. I'm Daisy Duck... And cut! Well, I guess that wasn't so bad."

"You were terrific, Daisy!" Donald said, beaming at his girlfriend with pride as he removed the camera from his aching shoulder. He rubbed his shoulder with a hand. "Wish we had a lighter camera…" he muttered under his breath so that Daisy could not hear him.

"Why, thank you, Donald." Daisy said, walking over to Donald and kissing him on the beak. Donald seems to melt with passion when he received the kiss.

"Um…excuse me…."

They looked around to see a light-brown bear cub in a blue sweater standing there, looking a little shy.

"Yes, how may we help you?" Daisy asked Chris politely, moving over to him and placing a hand on his shoulder.

"Um, well…you see…" Chris stammered, looking down at the floor.

"Well? What is it?" Donald asked impatiently, glaring at Chris. Chris seems to shrink back a little under Donald's glares.

"Donald!" Daisy scolded him; she then smiled as she patted Chris' head consolingly. "Don't mind him; he's just…well…being Donald." She said with half a glance at her boyfriend. "Now tell me, what's wrong?"

"I-I was just looking around a bit…and then I got lost."

"Not my problem…" Donald grumbled.

"Donald!" Daisy snapped at him. "Would it kill you to help somebody beside _me_ once in a while?"

"Maybe…" Donald said nastily, but then he recoiled under the murderous glare Daisy gave him. "Okay, okay! We'll help him." He turned to Chris. "Who are your parents?"

Daisy stared incredulously at Donald. "Isn't it obvious, Donald?"

Donald stared at Chris for a long moment, taking in every detail of his features until it hit him! He spluttered and took a few hasty steps backward, tripped over his camera and fell flat on his back.

"You—you're Mathew's son…" Donald stated, raising himself up on his elbows.

Daisy rolled her eyes. _Took him long enough… _She then focused her attention onto Chris.

"What's your name?" she asked kindly.

"C-Chris, Chris Cloudkicker, ma'am," he said nervously, bowing his head slightly to show some respect.

_Shy little guy, isn't he?_ Daisy observed, _but then again, I'm a complete stranger to him, so he has every right to be hesitant toward me and Donald. _

"Well, Chris…your Dad would be Mathew, right?" she asked.

"Yes, ma'am…" Chris replied, slightly less nervously.

Daisy looked at her pink wristwatch, checking the time.

"Well, around this time, he's either in the airport room, helping the mechanics repair the planes or in his room, relaxing. We'll check the airport room first, it's nearer. Come on." She took Chris by the hand and led him down the hall with Donald following along behind them.

As they approach the airport room, Mathew came walking out of it.

"Hey, Mathew!" Daisy called out to him.

Mathew turned to look at Daisy. "Oh, hi, Daisy." He then noticed that Chris was with them, he frowned in confusion. "Chris, weren't you suppose to be with Rebecca?"

Chris blushed in shame. "I-I was, but I snuck out when she and Kit were sleeping..."

"_Chris_!" Mathew said, sounding very stern. "You don't wander off on your own, it's dangerous! What if some bad people found you instead of Daisy?

"I-I d-didn't think…" Chris stammered; looking panicky scared. "Please don't hit me!" He raised his arms up in front of his face as if to protect himself from being beaten.

Mathew's expression softened and then converted into a look concern, while Daisy and Donald were looking shocked at the bear cub's reaction.

Mathew moved slowly closer to Chris, bent down onto his knees in front of him and embraced him consolingly.

Chris wrapped his arms around his Dad's neck and sobbed into his shoulder.

"Shh, it's okay, Chris… I'm not going to hit you." Mathew whispered softly. "I would _never_ hit you."

Chris continue to sob into his Dad's chest as Mathew held him tight, rocking him and whispering words of comfort to him.

"Come on, Donald." Daisy muttered, tugging Donald's arm. "Let's leave them alone, this is a father and son thing…"

Donald nodded in agreement and followed her lead.

"Attention! Attention!" Gizmo Duck's voice boomed out through the intercom. "Chris Cloudkicker, a light-brown bear cub in a blue sweater is missing, if found, please report it right away."

Mathew kept one arm around his sobbing son as he withdrew a walkie-talkie from his jacket pocket with the other hand.

"Gizmo, this is Mathew. Cancel the search party for Chris; I got him, he's right here, safe and sound with me."

"Roger that." Gizmo Duck responded. Once again, his voice boomed out through the halls, announcing that Chris has been found.

Mathew knew that there was a story behind Chris' reaction to the thought of being physically beaten, and perhaps his sternness with Chris has brought back unbidden memories of his past. He stood up, still holding Chris in his arms; he carried him to his room and closed the door, after hanging the "_Do Not Disturb_" sign on the doorknob.

He walked across the room and sat on the bed, setting Chris on his lap.

"Chris…" Mathew spoke in a tenderly soft voice. "Is there something that you wanna tell me, anything that I should know?"

Chris, who was clenching to his Dad very tightly as though he thought his Dad would vanish the moment he let go, nodded his head against his Dad's chest. His Dad's presence made him feel safe and secured from all harm and he just didn't want to let that feeling go.

Mathew gave him a few moments to calm down, rubbing his son's head gently before he spoke again.

"Tell me about it, Chris, I want to know what has happened to you to make you react the way you did."

"Dad..." Chris moaned miserably. "I hated the Jungle City Orphanage…"

A single tear drips down his cheek as he started to tell the tale.

—**Chris' Flashback—**

He was five years old, humming a merry tune as he colors his picture of an airplane with a blue crayon.

"Art time is over kids, put away your things now," said a fat, mean-looking female pig in a blue dress. Her hair was brown and tied in a tight bun at the back on her head.

_I just need to color one more tail wing and then I'm done. _Chris thought as he continued to color his picture, despite the instruction to put his things away.

A hand slammed right on top of his nearly completed artwork, making him jump.

"I thought I told you to put your things away!" the pig snarled at him.

"P-p-pwease, Mrs. Cole…I'm almost done… a-and then I'll put my stuff up…" Chris stammered in a frightened voice.

The onlookers snickered, clearly enjoying watching Chris squirm under the angry glare their teacher was giving him.

The pig, Mrs. Cole, smacked him across the face with her hand!

"You stupid boy!" she yelled. "You will put your things away…when—I—tell—you—to!

The children all around them gasped, they had not expected her to slap him. Some of them only enjoy watching the others get told off for something, but watching the teacher hit one of their fellow student like that was a different story—they hated it. Others did not mind, they enjoy both the telling offs and the beatings.

Chris placed a hand on his cheek and started to cry. Mrs. Cole jerked him out of his chair by his arm, pulled him out of the classroom and into the hall.

She led to him to the closet, wherein she threw him inside, slammed the door and locked it.

"I'll let you out when you think you can do as you're told!"

He sat in the dark, hugging his drawn-up knees, a tear sliding down his cheek.

"Sh-sh-she d-didn't have to slap me..." Chris sobbed to himself.

Apparently, Mrs. Cole told all the kids—both her class and other classrooms— about Chris being locked up in the closet, because most of them visited the closet, banging on the door and making monster sounds through the door, which scared Chris so badly that he let out a traumatized scream which alerted another staff member.

A motherly-looking fox came dashing up the hall toward the group of kids who were still gathered at the door of the closet, roaring and snarling like monsters.

"What is all of this?" she demanded, with a snap in her voice like a mousetrap. "Who is in there?"

The kids looked at one another and then bowed their heads. "Chris," they said.

"Oh, my goodness!" she gasped, clutching at her heart. "You ought to be ashamed of yourselves! Go to your rooms, go on!"

They all went to their rooms with the heads still bowed.

The fox lady opened the closet to find Chris lying on his side, hugging his drawn-up knees, whimpering.

"P-pwease, make them go away…" he moaned miserably, speaking to no one in particular.

The fox lady's heart broke at the sight of Chris. No child deserves this.

She bent down and gently scooped him up in her arms and embraced him.

"Chris, it's okay, they're gone now, and they won't bother you anymore."

"B-but she didn't have to lock me up!" Chris cried.

"Who locked you in there?" she asked, whoever it was, she was going to file a compliant against that person.

"M-Mrs. Cole…" Chris whined before hiding his face in her chest.

"Ah…Miss Applebarn," said a slightly distant voice.

The fox lady, Miss Applebarn turned to find herself glaring at Mrs. Cole.

"You witch!" Miss Applebarn hissed through clenched teeth, holding Chris protectively in her arms. "You locked him in the closet!"

"I had to; he was being very disobedience and needed to be punished." Mrs. Cole said, also glaring.

"I don't care what the reason was; you don't go around locking children up like that!"

"I have my ways of dealing with kids and you have yours, I will punish the kids in my group any way I see fit." Mrs. Cole said crossly. "Now, hand him over, it's time for his spanking."

"You're not laying another finger on him!" Miss Applebarn shouted. "I will take this to Simba and have him to place this boy in my group!"

And with that, she turned on her heels and marched to straight to Simba's office.

"Enter," said a smooth, calm voice as Miss Applebarn knocked upon his door. "Ah, Miss Applebarn," Simba said pleasantly, he was an anthropomorphic lion in a dark business suit with a red tie, and he has a red mane all around his head. He then frowned in seriousness as he noticed who Miss Applebarn was carrying. "Is there something wrong, concerning the boy?"

"Yes, sir, there is." Miss Applebarn stated just as Mrs. Cole came bursting into the office.

"GIVE HIM BACK TO ME!" Mrs. Cole shirked as she made a move to snatch Chris out of Miss Applebarn's arms.

Chris yelp in fright, jumped out of Miss Applebarn's arms, ran around Simba's desk and hid behind him.

Simba stood up, letting out a lion roar. "I will not allow you to manhandle this child, Ursula!" he bellowed, addressing Mrs. Cole.

Simba turned around and scooped Chris up into his arms and embraced him consolingly.

"There, there, kid… Shh… calm down… that's it." Simba spoke soothingly and gentle to him. Chris wrapped his arms around the lion's neck and held on tight.

"Simba, I—" Ursula Cole begins.

"Silent!" Simba snarled. "I wish to speak to the boy first. Have a seat." He gestured the two women to the chairs in front of his desk. They sat obediently and he seated himself behind his desk, setting little Chris on his lap. He smiled kindly down at him, "Tell me, Chris, what has happened to you, I noticed a handprint on your cheek," he touched Chris' cheek and gave it a light massage to lessen the pain. "Did one of them strike you?"

"Y-y-yes…Mrs. Cole slapped me because I wanted to finish my picture and she wanted me to put my things away."

"You slapped this child?" Simba asked Ursula Cole, furious. "You could have given him a few more seconds to complete his artwork, but instead, you slapped him?"

"And that's not all, she—" Miss Applebarn began but Simba silenced her with a wave of his hand.

"You will have your turn to give your account of what happened in a moment, Vanessa. But for now, I wish to hear what Chris has to say." Simba turned his attention back to the little bear cub on his lap. "Is that all Mrs. Cole did to you?"

"No… she grabbed me and locked me in a dark, scary room full of monsters!" Chris cried, burying his face in Simba's chest.

"Vanessa, come over here please." Simba requested softly.

Vanessa Applebarn walked around Simba's desk and stood by him.

Simba stood up and faced Vanessa. "From now on, this boy is in your care, your group." He placed Chris in Vanessa's loving and caring arms.

"Thank you, sir," she said, grateful that Ursula could no longer harm Chris further as she accepted him into her arms.

"Not at all," Simba said, smiling serenely. "You two may go."

As Vanessa Applebarn left the office with Chris, a shouting match between Simba and Ursula Cole erupted from inside as she walked down the hall toward the dorm room she was in charge of. About five minutes later, the argument ended with Simba letting out a lion roar and yelling: "YOU'RE FIRED!"

—**End of Chris' Flashback— **

Mathew frowned, angered by his son's tale. Chris had been a victim of child abuse just as Kit had been. When will these people leave his sons alone?!

"I can see why you reacted like that," Mathew said. Chris reacted the way he did because of Mrs. Cole, he knew a beating would come if she got upset or angry with him, and perhaps he expected the same treatment from everybody else. "But she didn't bother you again, didn't she? You said she got fired."

"Yeah, she was fired, but she wasn't the only one who beat up on me…" Chris said, sounding very bitter.

–**Chris' Second Flashback—**

Seven-year-old Chris was lying on the ground, battered and beaten. He lay there, crying up a storm. He was surrounded by a group of bullies.

"Aw, look, the little baby's crying," one of them said in a mock baby voice, while shoving Chris with his toe.

"Shut up, you stupid baby!" barked another bully. But Chris just kept crying.

"I got an idea!" exclaimed a third bully, he got out some ropes and he and his friends tied Chris' arms to his side, hooked him up to a flagpole and reeled him up to the top.

Chris looked down at the ground and for the first time in his life, his acrophobia attacked him, scaring the living daylight out of him. He let out a traumatized scream that caught Miss Applebarn's attention, she rushed outside and saw him tied to a flagpole, screaming and acting as though he was having a panic attack.

"Oh my gosh! Chris!" she yelled, running over to the flagpole and reeling him back down. She untied him and hugged him; his body was stiff and frozen from the acrophobic trauma. She looked him over, wondering whither she should call nine-one-one.

She turned a face of fury toward the bullies.

"You three —Simba's office –_NOW!_" she shouted.

Several hours later, Chris woke up to find himself in the nurse's office. It was a few moments before he realized that his left arm was bandaged up and his head felt heavy. He reached up to touch the top of his head and felt a turban of bandages wrapped around his head.

"Ah, you're awake..." said a smooth, calm voice. Simba walked up to the bedside and stood over Chris. "You gave us quite a fright, Mr. Cloudkicker. Did you know that you're acrophobic?"

Chris shook his head and asked: "What's 'acrophobic', sir?"

"It means that you have acrophobia." Simba said simply. "Acrophobia is an irrational fear of heights." Seeing the confused expression on Chris' face, he went on: "You see, you have this fear of height, correct?"

Chris thought for a moment, remembering how unreasonably frightened he was, hanging high up on the flagpole. And then he nodded.

"And you can't explain why you were scared…" Simba pressed on. Again, Chris nodded. "This is what a phobia is, you're scared of something and you can't explain even to yourself why facing the ground from thirty foot-height frightens you so."

"NO!" Chris cried. "I can't be scared of heights! I just can't be!"

Simba's face saddened. "Chris…" he placed a hand on the bear cub's shoulder. "I know it's your dream to become a pilot someday, but I can't see how you're going to managed being ten thousand feet in the air without your acrophobia attacking you—which is a real shame too, because you know more about airplanes then most of the boys your age."

"NO! I _will_ be a pilot someday! I will!" overcome with emotion, Chris rolled over in bed, his back to Simba and his face buried in his pillow.

"I'm sorry, Chris…" Simba murmured, gently patting the bear cub on the shoulder and then on his head before standing up and departed from the hospital wing.

His dreams of becoming a pilot crushed, Chris cried himself to sleep that night.

Five years later found twelve-year old Chris, looking a bit worn as he made his way to Simba's office. Miss Applebarn had come to his room to inform him that his presence has been requested in Simba's office.

"Ah, Chris… Come in, come in." Simba said as Chris opened his office door and stepped inside. "Sit down, my boy, sit down." He said politely, gesturing to the chair in front of his desk.

He watched as Chris moved toward his desk, noticing a slight limp in his every other step. He surveyed Chris closely as the bear cub took his seat in front of the desk, noticing a couple of bruises here and there.

"Been in another fight, I presume?" Simba asked calmly.

"I-it wasn't my fault!" Chris stammered, looking tensed. "Amos started it! I was just—"

"Calm yourself, Chris." Simba said gently, holding up a hand for silence. "I'm fully aware that you only fought back in self-defense, and you shall not be punished for it. As for Amos, he has been sentenced to his room for three days."

Chris sighed with relief, glad that he was not being punished.

He had been bullied for years, up until the age of ten, when he started fighting back to defend himself. People found out quickly that he was quite a good kicker and he was pretty good with his fists as well.

"However, the fight between you and Amos is not the reason you were summoned to my office, Chris." Simba said gently. "You are here because it has come to my attention that your father is still alive and well. And he has already been informed that you are here."

"M-m-my Dad's…he's still living?" Chris was surprised and awed by this news. "But that means… I was never really an orphan….When can I meet him?"

He was sick of life in the orphanage, so he figured that anywhere else would be better then this place, even if he have to live with a father he never knew.

"You will meet him very soon. He is quite a remarkable pilot. I'm sure he'll be happy to see you." Simba said, smiling serenely. "He is currently living in Cape Suzette, so if you're agreeable, we shall arrange to have you transported to Cape Suzette Orphanage, for your father's convenience. Once there, your father will pick you up shortly after your arrival."

"Okay!" Chris exclaimed excitedly. "I'll go pack my stuff!"

"Before you go, Chris, here's a little gift to remember me by." Simba said as he withdrew a package from under his desk and handed it to Chris.

Chris took the package, ripped off the paper and opened it to reveal a light-blue sweater with a navy-blue neck collar and wrist cuffs. He stared at it for a few moments, running a hand over the soft surface of the sweater, examining every inch of it. It was his favorite colors and it felt soft and warm.

He looked up at Simba with teary eyes. "Thank you—_thank you!_" He threw himself at Simba and hugged him very tightly.

"Don't mention it, Chris, don't mention it." Simba said quietly as he returned the embrace.

"I'll never forget you, you or Miss Applebarn." Chris said, wiping away a tear. He then put the sweater on over the white T-shirt he was wearing.

"Nor will we forget you, Chris. You are a special boy, one of a kind—and don't let people tell you otherwise. Goodbye and good luck, Chris" Simba said kindly as he waved a hand to Chris, who understood himself to be dismissed.

Chris went back to his room and picked up a few items he owned—a few Flyboy Magazines— bagged them up and left the room.

"Ready to go, Chris?" Miss Applebarn asked as she stood waiting for Chris by the exit. Chris nodded and they departed the orphanage that Chris has for so long wanted to leave.

A car was waiting for him on the road. Miss Applebarn led him to the car and opened the back door. As Chris approached the car, he threw his arms around Miss Applebarn's waist in a tight embrace. It was she who had rescued him from the cruel Mrs. Cole and it was she who came to his rescue when he was tied up high on a flagpole, so she was the closest thing to a mother he has ever known.

"I'll miss you, Miss Applebarn." Chris said with a sniff.

"Oh, I'll miss you too," she said quietly, wrapping her arms around Chris' neck and embraced him. They hugged for a few more minutes before Miss Applebarn released him. "Time to go, Chris," she sniffed, a tear sliding down her cheek. She stood up and opened the car door for him.

Chris didn't want to go, not just yet, he had so many things he wanted to tell her—like how much he appreciate her and to express his gratitude toward her for saving him from Mrs. Cole. But he knew he had to go.

He moved toward the car and as he reached it, he stopped and faced Miss Applebarn one last time.

Then he did something he has never done before—he kissed Miss Applebarn on the cheek.

"Thank you, thank you…for everything." Chris said, hoping he just said it all.

The fox-lady smiled warmly as she kissed Chris back.

"Take care of yourself, Chris…" she said as she helped Chris into the car and closed the door.

As the car took off down the road, Chris turned around in his seat and stared out of the back window. He saw Miss Applebarn waving her hand in farewell at the retreating car, holding a handkerchief to her teary eye.

Chris waved back, unsure that she could see him. Then he sat back down in his seat, wondering for, perhaps the umpteenth time, what his Dad was like and what lies ahead for him?

—**End of Chris' Second Flashback—**

"All the years I've spent in the orphanage, Simba and Miss Applebarn were my only friends," Chris said miserably as he finished telling his story. "All the other kids just wanted to use me as a punching bag."

"Oh, Chris…" Mathew hissed softly, embracing his youngest son consolingly. "I'm so sorry you had to go through that, you didn't deserve any of that."

Chris sniffed and started to whimper. Mathew rested Chris' head on his chest and rubbed it gently.

"If you feel lost and on your own, and far from home…" Mathew sang, holding Chris while Chris listen to his Dad sing. "You're never alone, you know. Just think of your friends, the ones who care. They all will be waiting there… with love to share and your heart will lead you home."

Chris thought of Simba, Miss Applebarn, his Dad, Kit, Baloo and Rebecca. True, he did not know his new family so well, but he knew that they all love him and care for him.

He tightens his embrace on his Dad. "I love you, Daddy."

"I love you too, Chris, I love you too."

Then there a knock on the door.

"Dad?" Kit's voice floated in through the door outside. "Are you in there?"

"Yes." Mathew called through the door. "My door is open, Kit, come on in."

The door opened and Kit, followed by Baloo and Rebecca came in.

"Chris!" Kit exclaimed happily, dashing over to his brother, throwing his arms around him and embracing him very tightly. They hugged for a moment and then they broke apart. "Where were you, Chris? I was really worried about you."

Realizing that he now has people who care for him, Chris smiled as he told Kit about his little adventure… Though there wasn't much to tell, just that he got lost, ran into Daisy and Donald and ended up in the room with their Dad.

Kit took hold of Chris' hand. "C'mon, bro, you haven't met our roommates yet!" He pulled Chris toward the door and out in the hallway, leaving the three adults smiling behind them.

* * *

**Author's Note:  
Sorry for the long wait, been busy with Thanksgiving and all, but it's finally here! I'll start on chapter 15 right away. In the meantime, leave me some reviews, telling me what you thought of this chapter, bet none of you expected to see Mickey Mouse or Simba…**


	15. Chapter 15

**Disclaimer: I do not own TaleSpin or any of the Disney Afternoon characters.**

**Chapter Fifteen**

Kit was running down the hall, pulling Chris along by the hand toward the room he shared with Honker and the Duck brothers.

"Kit—wait, slow down…" Chris said, trying to pull out of Kit's grip.

Kit stopped and turned to look at Chris.

"What's wrong, Chris?" he asked with a look of concern, seeing how nervous Chris appeared.

"Um," Chris said hesitantly. "I'm not used to meeting new people and…I… don't like them spun on me like this." He decided to just be open and honest with Kit, _Kit is my brother, he loves me and he wouldn't judge me or think any less of me. _

"Oh, Chris, I'm sorry." Kit said as he embraced Chris. "Would you feel better if I introduce you to them one at a time?"

"Yeah, that would be a lot better." Chris said as he embraced Kit in return.

"Okay then, wait here." Kit said before dashing into the room. After talking to his roommates, he arranged a special meeting-and-greeting program for Chris so he could meet them one at a time. Then he came back out to get Chris. "Okay Chris, come on in, they're ready for you," he said, taking hold of Chris' hand and guiding him into the room.

Louie Duck stood in the middle of the room; he gave Chris a friendly smile as Kit guided his brother toward him.

"Chris, this is Louie. Louie, this is my brother, Chris." Kit said as stood between them, making the introduction.

"Hey, what's up, man?" Louie said as he extended a hand to Chris, for him to shake. Chris stared at Louie's hand, eying it nervously. Louie chuckles at this. "Dude, I won't bite."

Chris glanced at Kit, who nodded encouragingly before accepting the handshake from Louie.

"Nice to meet you, Louie."

"Same here, man." Louie then put an arm around Chris' neck, causing him to flinch a little; Louie could feel his shoulders tensing up a bit. "Hey, chill out, my man," he said cheerfully. "I'm not gonna hurt ya…So, are you into aviation?"

"Yeah…a little…" Chris said, a little shyly. "But I have height issues, so I'm not sure if aviation's for me…I do love planes though. I think I might go into plane engineering."

"Height…issues…?" Louie said, looking incredulously at Chris. "But…you're a _CLOUDKICKER_! Son of one of the best pilots in the world! How could you have height issues?"

Chris hung his head, looking ashamed. Kit could sense his brother's humiliation. He turned Chris around and embraced him consolingly.

"Excuse us…" Kit muttered to Louie, guiding his brother out of the room.

As Kit closed the door behind them, he heard Louie cry out: "OW! What was that for?" and suspected that Huey has smacked Louie upside the head.

Chris started moving aimlessly down the hall, his head still bowed.

"Chris…" Kit stepped in front of Chris, blocking his path. "Chris, what's wrong?"

Chris raised his head slowly and Kit saw tears on his brother's face,

"Why would Dad want a loser like me?" Chris asked sadly.

"Chris—"

"WHY?" Chris burst out suddenly, his voice echoing through the still empty hallway, tears started filling his blue eyes. "I'm acrophobic, Kit! I can never live up to the Cloudkicker name! Why would Dad even want me when it's very obvious that I'd never be a pilot?"

Having gotten that off his chest, Chris sat down on the floor, drew his knees up his forehead and hid his face.

A few minutes past in silent, then Chris felt himself being lifted off the floor by a pair of strong arms. He looked into the face of the one who was holding him…it was his Dad, Mathew and he was smiling warmly at him.

"Hey Chris… you alright?" Mathew asked as he carried Chris back into his room, which was now empty except for the three of them—Kit has followed them into the room.

"Why was he acting like that, Dad?" Kit asked as he closed the door behind him. He knew nothing of Chris' past so he didn't know the reasons behind the reaction of Chris

Mathew sighed sadly before sitting down on the bed and setting Chris in his laps, hugging him consolingly. He nestled Chris before looking up at Kit.

"I suspected that he has been mentally abused as a child—not by adults but by other kids." Mathew said gravely. "Other kids may have told him many times that he was worthless. Those words have taken root and now he views himself as worthless, especially when comparing himself to me or you."

Kit's face fell, his ears drooping. So his brother had been through hardship growing up as well. He felt that Chris didn't deserve to have to go through any kind of hardships and abuses, that he deserved so much better, he deserved to be happy and at ease.

"Chris…" Mathew spoke softly, cupping Chris' chin and raised it up so that he look Mathew in the eyes. "I love you, son… nothing can ever change that." He hugged Chris lovingly, his cheek brushing the top of Chris' head. "I'm your Dad and I love you no matter what. I don't care if you'd never become a pilot, you're still very special to me and Kit."

Chris appeared very touched by this, but then his face fell again.

"But...everybody expects me to be as great as you; I can't live up to that."

"Well of course you can't, Chris…" Mathew's cheek brush against Chris'. "Because you're not me, you can only be you, and you can be as great as I am at something else. You don't have to be a pilot or a plane-lover to be great. No matter what you do or what you become, you will always loved by me… That goes for you too, Kit."

Kit, who stood a few feet from them, moved forward as Mathew gestured for him to come closer. As he approached them, his Dad lifted him up and placed him on his other knee. Now Mathew embraced both of his sons.

Chris seems to lose himself in the dept of love he was feeling from his Dad's embrace. He leaned his head against his Dad's chest, his eyes close with a broad smile on his face. In his imagination, he could see his Dad, wielding a bright sword of light, slashing it at many black shadow creatures with glowing yellow eyes and defeating them one by one…and saving him from the darkness of his past and from the darkness of his fears.

Kit sighed with relief when he saw the peaceful expression on Chris' face.

_Oh good, he's gonna be okay._ Kit thought. _Good thing Dad has a special way with him, he seems to be the only one who can truly calm Chris down and comfort him besides me._

Kit leaned forward toward Chris and embraced him along with Mathew. Mathew smiled, both his sons hugging each other on his laps with his arms around them.

In Chris' imagination, three more people appeared and they drew out their swords of light, the light of the swords illuminated their faces—Kit, Rebecca and Baloo. They joined the fight against the dark shadow creatures alongside Mathew. Chris' heart swelled as he felt their love for him.

_This is where I belong,_ Chris thought as he watched in his mind's eye, Mathew striking down the last shadow creature. He then stood up and turned to face Chris. Rebecca, Kit and Baloo seem to glide over and stood next to Mathew. They were all smiling at him. _Dad and Kit once sang a song to me, the words 'home is where the heart is', it's true, my heart is with them and they're my family, my home. They're the light in my heart that will never go out. _He dashed toward them with tears of joy pouring out of both eyes. When he got near enough to hug one of them, they vanished as he came back to reality, finding himself still in his Dad and brother's embrace.

Kit stared into his brother's smiling face. _This isn't enough…Sure, he's happy now, but he needs to be in a carefree environment in order to get over his fears…HEY, I'm getting a brainstorm! _

"Hey, Dad," Kit said at loud. "Is it okay if I take Chris to spend time with Baloo?"

"Huh? Oh, sure, if Chris feels up to it."

"But I already know Baloo…" Chris said slowly, not knowing what Kit had planned.

Kit grasped Chris' hand, pulled him off Mathew's lap, guided to him to the door and out into the hallway.

Inside Baloo's room, the Cloudkicker brothers sat comfortably together in a big red arm chair as Baloo was digging in one of his boxes, going through his records.

"Papa Bear, do you have anything that'll help Chris relax more?" Kit asked, placing a hand on Chris' shoulder.

Baloo chuckled. "You better believe it, kid. Now where did I put that—ah ha! There it is!" He withdrew a black disc record from his box of records. "Kit, you brought him to da right place. Now sit back and mellow out while Papa Bear teach Chris the secrets to re-lax-ation." He stood up and placed the record on the table next to the record player. "Okay, Chris, come over here a minute."

Chris hopped out of the chair and walked over to the Baloo. Baloo sidestepped behind Chris, placed his big gray hands on his shoulders and begin to massage and rub them.

"Oh man, you're tight, stiff and tensed." Baloo said, sounding concerned as he continues to massage Chris. "Ya gotta re-lax, kid…loosen up, unwind yourself…that's it… Now then, close your eyes and imagine yourself in a lake, floating gently in the waves."

Chris obeyed; he closed his eyes and pictured himself staring up at the sky, watching the clouds roll by as he floated on his back in a vast lake.

It took a while for Baloo to get Chris' shoulder blades loosen up and then his hands moved down toward his upper back and begin to massage it as well.

Kit watched from the armchair as Chris' face split into a relaxed and pleasant smile, his eyes closed with a dreamy expression.

"Hmm, yeah, that feels good, Papa Bear." Chris moaned with pleasure. For the first time since Kit has known him, he sounded peaceful and at ease. He also noticed that Chris called Baloo 'Papa Bear' for the first time, and to Kit, the use of that nickname for Baloo emphasizes Chris' complete trust in Baloo.

"Now, you just keep on unwinding, cuz this treatment is only half done!" Baloo said in a merry tone as he moved from Chris to the record player, popped the record on and begin to play it.

A lively jazz tune begins to play and Chris started to dance to the beat.  
And then, ol' Baloo started to sing while dancing along with Chris, forming a dance routine.

_Look for the, bear necessities, the simple bear necessities. Forget about your worries and your strife._

Baloo raised his arms up above his head and clapped his hands together.

_I mean the, bear necessities, of Mother Nature's recipes, that bring the bear necessities to life._

Baloo danced over a nearby table, snatched up a hamburger and crammed the whole thing into his mouth, swallowing it with a big gulp.

_Where ever I wander, where ever I roam. Though I couldn't be fonder, of my great big home. __Don't spend your time looking around for things you want that can't be found, when you found out you can live without it, then you go along not thinking about it._

Baloo swept Chris up off his feet and set him up on top of his right shoulder and danced with Chris sitting there on his shoulder.

_Wow, this song has some good advices. _Kit thought as he got up from the armchair and proceeds to join in on the dance routine.

_Bear necessities, the simple bear necessities. Forget about your worries and your strife. I mean the, bear necessity, that's why a bear can rest at ease with just the bear necessities of life! Yeah. _

"Ha-ha! Sing it, fellas!" Baloo shouted cheerfully as he set Chris back down onto his feet.

Kit and Chris looked at one another and then they smiled, placed an arm around each other's shoulders and broke into their own dance routine as they begin to sing together.

_Look for the, bear necessities, the simple bear necessities. Forget about your worries and your strife._

"Yeah, man!" Baloo shouted cheerfully as he clapped his hands and tapped his foot to their singing.

_I mean the, bear necessities, that's why a bear can rest at ease, with just the bear necessities of life._

Kit, Chris and Baloo broke one final dance move before they put their heads together and sang the final line of the song.

_With just the bear necessities of life!_

"Yeah, man!" Chris exclaimed at the end of the song.

"Ha-ha-ha, that was beautiful, kids." Baloo said proudly, beaming at them as he ruffled their heads affectionately, they giggled as he did so.

"Ha-ha, thanks Papa Bear." Chris smiled as he hugged Baloo, spreading his arms wide across Baloo's great belly.

"Hey-hey, don't sweat it, Chris." Baloo said, gently patting Chris on the side of the head. "Betcha feelin' better now, huh?"

"Yes," Chris confirmed. "Better then I had felt in a long time."

"That's good, kid..." Baloo said with grin. "Now remember, don't let yourself get too stressed out, you gotta loosen up every once in a while."

"Okay, I will, Papa Bear." Chris said, still hugging Baloo.

Kit turned to Chris. "Do you feel up to meeting our roommates now?" he asked.

"Sure!" Chris said, following Kit out of the room, saying bye to Baloo on the way out.

Meanwhile, at the Sinister Six's hideout on Pirate Island, Magica De Spell was in her room, waving her arms over a big black cauldron in which a dark purple liquid boils. She was chanting a spell over the cauldron, causing the liquid within to glow and then fade.

She laughed triumphantly as her spell took effect. Then the door to her room banged open and NegaDuck came marching in.

"What's all this noise?" he growled.

"Why, that, my dear NegaDuck, it the key to our success." Magica said calmly. "I just casted a powerful spell, a spell that would normally be too powerful for me to perform, but thanks to this Gummi Medallion, I was able to cast a spell that even Scrooge's Number One Dime wouldn't have enable me to do." She pointed at the gold medallion around her neck, it had a bear sign with a G in the middle.

NegaDuck squinted at the medallion. "Where did you get that…?" he asked, suspiciously.

"I took it from one of our prisoners down in the dungeons." Magica replied. "Now, about that spell I casted…" she pressed on as NegaDuck looked satisfied with her answer. "I casted it on the whole island and what it does is that it create an army of Shadow Creatures! Everyone's shadows are now alive and at your command."

"W-what?" NegaDuck appeared startled by this. He turned around and saw his own shadow, which was now a black solid figure with purple outlines, standing upright in front him. His shadow counterpart have glowing red, evil-looking eyes.

The Shadow Creature bowed its head to NegaDuck, showing its' respect and loyalty to NegaDuck.

NegaDuck's face split into an evil smirk as he turned to Magica. "I like your style, Magica. Maybe we should go out sometimes."

Magica only smirked in response.

"Now, let's go wipe out that dopey Organization Phoenix!" NegaDuck yelled with glee as he marched out of the room.

* * *

**Author's Note:**

I changed the name of the group "Order of the Phoenix" to "Organization Phoenix",_ The Organization Phoenix_ is now the story title as well. Cool, huh?

Organization Phoenix was inspired by Kingdom Hearts' Organization XIII (13), as you may know, the group is named after Mathew's plane, so instead of being the Organization XIII, it is Organization Phoenix

The reason for this change of name is because I wanted to use a different name that wasn't based off of Harry Potter, and Kingdom Hearts is like my story, with many Disney characters and Disney-base worlds. If you'll review the previous chapters, you'll see that I've already changed it to Organization Phoenix. If you spot "Order of the Phoenix" anywhere, please let me know.


	16. Chapter 16

**Disclaimer: I do not own TaleSpin or the other Disney shows**

**Chapter Sixteen **

Mickey Mouse was standing in front of the television in his study, watching the News reporting that the Shadow Creatures, brought to life by Magica De Spell's magic, was attacking cities after cites, leaving them in ruins. He watched with a very serious expression.

"These black creatures appeared out of nowhere and now we're under attack!" cried the distressed reporter, a male yellow lab dog with brown hair on top of his head. Then a Shadow Creature grabbed the reporter by the arm, who shirked like a girl and cried: "Hey! Lemme go! AAAHHHH!" Then the screen went into statics…

"This must be stopped at all cost." Mickey stated solemnly as he turned off the television and moved over to his wardrobe and opening it. Taking off his light-blue suit and top hat and putting on his red wizard robe and his blue pointed wizard's hat with stars on it. "Time to work my magic." He said, rolling up his sheaves and preparing to perform some serious magic.

Meanwhile…

Kit was leading his brother, Chris back to the room in which Honker and the Duck brothers were waiting for their return.

Kit glanced sideways at Chris as they were about to enter the room; there was no trace of fear or apprehension in his face, he looked totally relaxed and Kit could hear him humming the _Bear __Necessities_, the song Baloo taught them. The song itself seems to be a new source of comfort to Chris from his own fears and doubts.

Knowing that Chris was hiding his feelings, Kit grasped his brother's hand and gave it a reassuring squeeze, letting Chris know that he was there for him, no matter what. Chris smiled and squeezed Kit's hand in response to let him know that he got the message. It was like Chris' fear was melting away by the very presence of Kit and the song that he was still playing in his head.

_Wow, Baloo's done a good job on Chris._ Kit thought with a smile.

As they walked into the room, something green flew across the room and hit Kit squarely in the face. It felt like a cloth of some sort, he took it off his face and held it at arm's length so to see what it was. It was a pair of green shorts, the same shade of green as the neck collar of his sweater. He lowered his hand holding the shorts and saw that Louie standing in front of him, grinning from ear to ear.

"Hey Kit, if you're gonna hang out with us, you gotta wear pants." Louie said.

Dewey walked past Louie toward Chris, handing Chris a pair of navy-blue shorts, the same color of the neck collar of his sweater.

"You must be Chris, nice to meet you. I'm Dewey."

"Nice to meet you, Dewey, and um…thanks." Chris said with a shy smile, accepting the shorts from Dewey.

Kit and Chris put on their shorts and then stood, looking at each other in their new shorts.

"I like 'em, they go good with my sweater." Chris said, looking down at himself and was very pleased with how he looked in those shorts.

"Yeah," Kit agreed. "Thanks guys." He wore shorts before, in gym classes as well as on Track and Field, he just never found a pair to go with his sweater and these green shorts from Louie went rather well with it.

"Don't mention it," Dewey and Louie said together.

Suddenly, Louie swung an arm around Kit's neck, bringing him under a headlock and was dragging him toward a mat in middle of the room.

"ACK! Louie, what are you doing?" Kit spluttered, trying to pull out of the headlock.

"I just decided that you're gonna be my new wrestling partner." Louie said, tossing Kit onto the mat and jumping on top of him, pinning him down.

On the other side of the room, Dewey placed a hand on Chris, who was watching the wrestling match with a worried expression on his face.

"Hey Chris, do you wanna play a game on the computer?" Dewey asked.

"Um…" Chris said hesitantly. "Maybe later…" he continues to watch Kit as he struggled to throw Louie off of him. "He's not going to hurt Kit, is he?" he asked Dewey anxiously.

"Nah," Dewey said airily, with a wave of his hand. "Louie may be rough but he'd never hurt anybody…well not intentionally, anyway… Kit will be fine. If he's as streetwise as I think he is, he should be able to find a way out."

"Okay," Chris sounded a little doubtful, but followed Dewey to the computer. His expression then converted to a puzzled expression. "What's a computer?"

Dewey turned and stared at him incredulously. "You're kidding, right? You're joking..."

Chris shook his head 'no.'

Dewey put up a thoughtful pose, thinking and then he asked: "What year is it?"

"Nineteen thirty-seven…why?"

"Ah…okay… no wonder you never heard of a computer…" Dewey said, stretching his head.

"What do you mean?" Chris asked.

"Well, the world is divided into different timelines; different countries are in different timelines. For example, in Duckburg, it's two thousand and five. Nineteen eighty-five in St. Canard and nineteen thirty-seven in Cape Suzette, make sense, right? "

"I think so…" Chris said, scratching his head in an unsure sort of way. "So, what's a computer?"

"Follow me," Dewey sighed, leading the way to the desk, on which the computer sat. He placed a hand on the computer monitor and said: "This is a computer."

Chris stared long and hard at it, looking it over from the monitor to the keyboard and mouse.

"Looks more like a fancy typewriter and a TV to me." Chris commented.

"Well, it can be used as a TV, it can play DVDs and…" Dewey paused for dramatic affect. "You can watch all kinds of videos on DuckTube."

He showed Chris the DuckTube site, playing a video of an orangutan without any clothes on, singing something that sounded like "I wanna be you-ooo-ooo. Doo, doo, doo. I wanna walk like you, talk like you…"

"Wow…" Chris was very awed by what he was seeing, if he haven't seen a computer with his own eyes or knowing what it does, he wouldn't believed it. Even television was new to him, but a computer went beyond his wildest dreams.

"Hey Chris," Dewey said loudly, snapping Chris out of his awestruck trance, turning on the space game that he, Honker and Kit had played before. "See if you can beat Kit's score." He brought up the game program and handed Chris the controller.

"Okay…" Chris took the controller and begun reading the past scores. His eyes bulged when he saw Kit's high score. "No…way..." he said faintly, then he turned to Dewey. "How do you expect me to beat _that_?" he asked, pointing at the screen at Kit's score.

**Dewey: 5,453**

**Honker: 900**

**Kit: 500,000**

"Hey, y-you never know till you t-tried," said a voice that sounded like it had a head cold.

A small yellow gosling with a green shirt and red shorts stood there, (the shorts looks suspiciously like one of Huey's spare shorts.) he wore big round red rim glasses and a brown backpack on his back.

Chris smiled at the gosling. "I guess," he shrugged. "My name's Chris, Chris Cloudkicker… What's yours?"

"Herbert Muddlefoot J-Junior," he replied. "B-but everybody call me Honker." He withdrew a tissue from his shorts' pocket and blew his beak; it sounded like an old car horn.

"…I can see why…" Chris mumbled, he didn't want to hurt Honker's feelings but he couldn't help saying it. Thankfully, the sound of Honker's beak-blowing drown out his voice. "Nice to meet you, Honker," he said, extending a hand to Honker for a handshake.

Honker looked startled and taken aback for a second and then he grasped Chris' hand very enthusiastically.

"Nice to m-meet you too, C-Chris." Honker said excitedly, for some reason, he has taken an immediate liking for Chris.

Dewey chuckled. "Looks like you've made a friend for life, Chris."

"Huh?" Chris turned a questioning face to Dewey. "I mean, I do want to be his friend—I want to be friends with all of you, but what does a handshake got to do with being friends for life?"

"Well, at his school, Honker is considered an outcast, a nerd, a geek…all because he's more intelligent then the rest of the class." Dewy said sadly.

"That's terrible!" Chris said, feeling a sudden urge to hug Honker and comfort him, but resisted.

"And to make things worse, his brother is a bully, so home is no different then school." Dewey continues, which heightens Chris' sense of pity for Honker. "I think Gosalyn's the best thing that ever happened to him. True, she's rough around the edges, outgoing and able to stand up for herself, but she's basically Honker's first and only friend, that is, until he met us! We're his friends now."

"Who's Gosalyn?" asked Chris.

"Um, well, I don't really know… I haven't met her..." Dewey confessed. "But from what Honker told me, she thinks very highly of Darkwing Duck and she's Honker's friend, that's all I know."

"Oh."

Suddenly they heard a yell and they whipped around to see a green and white blur zooming toward them and all three of them ducked down. The green and white blur flew pass them over their heads. It collided with the computer and split the desk into pieces!

They stood up and saw that the green and white blur was Louie and he was lying sprawled on the floor, the remains of the computer and the desk were scattered all around him. He lay there, looking dazed, as if he was seeing stars.

"LOUIE!" cried Dewey and Chris together; they rushed to his side and sat him up in a sitting position.

"Are you okay?" Chris asked, sounding worried and concerned. Then he looked back to place when Louie had came and saw Kit standing there, looking stunned and horrified by what he had done.

Honker was checking Louie's pulse, and did a number of other check-ups. Finally, he looked up at Dewey and Chris.

"He'll be fine, just dazed. B-b-but I expect he'll have an m-massive headache when his head clears."

Chris nodded, happy that Louie would be okay.

"But what about my computer?!" Dewey cried despairingly with his hands over his head.

"Beyond repair." Honker said simply with half a glance at the computer.

Chris walked over to the other side of the room, approaching Kit slowly.

"Kit... What did you do?" Chris asked tensely.

"I-I didn't mean to!" Kit cried desperately, tears sliding down his furry brown cheek. "I-I just wanted to get him off of me, so I tried to flip him, but I lost my grip on him in the middle of trying to flip him, and he…"

Chris didn't need for Kit to finish his sentence; he rushed forward and embraced his brother consolingly. He knew Kit never wanted to hurt anybody and that he felt really bad about hurting Louie.

"Shh, Kit, shh…" Chris whispered, patting him on the back of the head. "He'll be alright, and you didn't mean it."

Kit hugged Chris back. As they let go of one another, Louie came up toward them, massaging his head.

"Wow Kit… that was a powerful punch." Louie said; swaying to the left and right, Chris and Kit caught him before he fell.

"I'm so sorry, Louie. I didn't mean to let go of you like that." Kit said.

"Hey, don't sweat it, Kit. I'm not hurt_ that _bad …" Louie said, waving away Kit's apologies.

"Maybe you'd better sit down, Louie." Chris suggested as he and Kit heaved Louie over to the sofa and sat him down.

"I guess that's a good idea." Louie said as he rubbed his head again. "Where did you learned to flip somebody like that?" He asked Kit.

Kit shrugged. "It was just something I picked up when I was—" he suddenly stop speaking, not wanting to tell the tale, which involves his past association with the Air Pirates, especially not to people he'd only just met.

"Yeah…? Go on." Louie prompted him.

Chris looked at Kit in concern, wondering if Kit was hiding something from them.

Kit sighed, aware that his brother was eying him like a hawk and that he'd have to tell them eventually, especially Chris.

"I learned it from being a member of the…the Air Pirates…"

There was an icy silence in which Louie and Chris stared at Kit, shocked.

_Kit…? A member of the Air Pirates...? _Chris thought numbly. _N-no, it can't be true! He's too young to be a criminal! _

Louie, however, gave Kit a sympathetic look; he stood up from the sofa and approached the young bear cub. He placed a hand on Kit's shoulder, looking at the bear cub in the eyes with a very serious yet sympathetic expression.

"Did they force you to join them?" Louie asked. He had heard countless stories of street kids joining a gang against their will or being deceived into joining them, making the kids think they care about them, while their real intension was to use them for crime—such as pickpocket, getting into small space where they could not enter or unlocking doors from the inside of buildings by climbing in through the window. Many of them who joined a violent gang ended up being betrayed, double-crossed or killed. Kit was one of the lucky ones who survived the rough life on the street.

Kit nodded, looking miserable. "Y-yeah... It was either I join them or be shot…I had no choice…" Tears were starting to show, sliding down his cheek. Surely they will reject him now, for who would want to be friends with someone who was a Pirate?

Louie pulled Kit into a consoling embrace. "Hey, don't sweat it. The important thing is that you're here now and you've got nothing to do with those Pirates anymore. You're one of us now, buddy. You're even wearing one of _my_ shorts! "

"Yeah, Kit… Besides, you were forced to join those nobodies." Chris added. "And…in a way…I'm sort of glad you did…Cuz, if you hadn't, you would've been shot and I'd never would've got to meet you, you're everything I ever wanted in a brother, not only that, you're my best friend too."

Tears of overwhelming joy filled Kit's eyes now, grateful that they were accepting him despite his past association with the Air Pirates. He wrapped one arm around Louie's neck and the other around Chris' neck, hugging them both.

"Thanks guys…I needed that."

Louie and Chris returned the embrace, hugging Kit between them.

Dewey stepped up toward the three of them, his arms crossed.

"Kit, would you tell us how you got involved with a gang like that?"

"Not now, Dew." Louie said, glaring at Dewey, as if telling him without words that this was a bad time to be asking that question. He thought it was bad enough for Kit to have to admit that he was a Pirate and knew that it took a lot of courage to do so, and he felt that Kit should tell them that story when he's ready, not when they wanted him to.

"No, its okay, Louie." Kit turned to look at Dewey. "When I was ten, I was living out in the streets. I always have a love for aviation and planes. At nights, I'd sneak into an airfield, climb on top of the wing of a plane and sleep there. And then, one night, the plane I was sleeping on was stolen by the Air Pirates and since I was on the plane, I was taken along with it. I woke up when I was dropped to the floor and then I found myself surrounded by Air Pirates…"

"Were you scared?" Chris inquired anxiously.

"Not really…" Kit said indifferently. "When you live out in the streets for four years, you see guys like them all the time. I was more afraid of Dumptruck then the rest of them, especially when he shoved a gun in my face and forced me to apologize to Carnage."

"WHAT?! Kit, I'd faint if that had been me!" Chris exclaimed fearfully.

"Carnage then gave me three choices," Kit continued, holding up three fingers for emphasis. "Join them as a member…" he put down a finger. "Become his protégé, or…" he put down a second finger. "Be shot and dropped out of the sky…" he put down the final finger, now holding a fist, which went down to his side before he continued: "I choose to be a member, because I didn't want to be a protégé to someone as crazy and stupid as Carnage, and I didn't want to be shot either."

"Oh yeah, if I were you, I'd choose the same thing…" Dewey agreed. "Now I understand, you didn't want to but you did in order to stay alive."

Just then, Huey stepped into their mist, oblivious to what he just walked in on. He wearing red swimming trunks, a white towel hung on his shoulders and he was wearing dark sunglasses.

"Hey guys, let's hit the pool!" Huey said loudly, tossing Kit and Chris each a pair of swimming trunks.

Kit smiled, he like the idea of going swimming. He took off his green shorts and put on his red swimming trunks, and then off with his sweater and undershirt. Chris did the same.

"Thanks, Huey." Kit said; he knew these were Huey's spare swimming trunks.

"Aw, don't mention it." Huey said, waving a hand. "Keep 'em, they're yours. Now take these…" He handed Kit and Chris each a white towel, which they accepted and hung over their shoulders. "Hey Honkman, wanna come with us?"

Honker looked up, surprised at the invitation, but declined.

"Nah, I g-gotta stay here and c-clean this up…" Honker said, pointing to the pile of the remains of Dewey's faithful computer and the desk.

"Okay, suit yourself." Huey shrugged. And he turned and walked out the room, followed by Kit, Chris and his two brothers.

A few minutes later, found Kit, Chris and the three Duck brothers in the pool room, standing at the edge of the pool. All five of them were wearing nothing but swimming trunks, all were different colors. Kit and Huey were wearing the same shade of red. Chris and Dewey were wearing navy-blue and Louie was wearing green. Kit and Louie were still wearing their caps on their heads.

Kit dipped his toes into the water, testing the water's temperature.

"It's not bad cold, just cool." He informed the others before jumping off the pool's edge. "Ya-hoo!" he yelled, hitting the water and splashing his friends.

"Cowabunga!" exclaimed Louie, diving in after Kit.

"CANNON BALL!" yelled Huey; he curled his body in the shape of a ball, hugging his knees before hitting the water with a great splash.

"You coming, Chris?" Dewey asked, looking at Chris, who was eying the pool nervously.

"Um, what's the dept of this pool?" Chris asked.

"I think five feet, why?"

"Uh, no reason…I think I'll swim over there…" He pointed at a smaller pool a yard away from the bigger pool, which dept was three feet.

"Dude, that's the kiddy pool." Dewey said, and Chris blushed, embarrassed. Dewey's face changed to a look of concern as he moved to place a hand on Chris' shoulder. "Chr—Ahh!"

Dewey was interrupted by Louie grabbing him by the ankle and pulling him into the pool. Chris was splashed with the pool water as Dewey went under water and back up again.

"Louie, no, wait!" Dewey yelled as Louie made a grab for Chris' ankle.

Chris shrieked, pulled his foot out of Louie's grip and backed away from the pool's edge.

"C'mon Chris, don't make me come out after you." Louie warned. Chris shook his head frantically. "Okay, have it your way."

"Louie, stop! Leave him alone." Dewey said, but Louie ignored him.

Louie climbed out of the pool and marched toward Chris, grabbed the back of the waistband of Chris' swimming trunks and lifted him up, marched back to the pool with Chris, despite his protests. Louie threw Chris bodily into the pool.

Chris yelled out: "Kit, help me!" before he went splashing beneath the surface, and only his swinging arms came back up as he fought furiously to stay above water.

Kit heard Chris' cry for help and whipped around in the pool to see that his brother was fighting to stay up above water, but with little success.

"Chris! Hold on!" Kit yelled as he swam quickly to Chris' side and pulled him up so that his head was above water.

Chris' head came out of the water, gasping, coughing and spluttering as Kit held him beneath his arms to hold him above water.

"Are you okay, Chris?" Kit asked in deep concern.

Chris did not reply, instead he let out a sob and laid his head on Kit's shoulder. Kit scowled angrily in Louie's direction as he patted Chris on the back of the head to comfort him. Louie, who was standing on the pool's edge, bowed his head in shame and regret. Huey and Dewey climbed out of the pool and approached Louie with angry faces. They stood on either side of Louie and then they smacked him upside the head at the same time.

"OW!" cried Louie, clutching his head.

"Dude, that was so not cool." Huey scolded him.

"Yeah," agreed Dewey. "You didn't even ask him if he could swim before you threw him in. Don't you realize how dangerous that was? He could've drowned if it wasn't for Kit."

"I didn't think …"

"EXACTLY!" Huey and Dewey yelled together, which rendered Louie speechless with remorse.

In the pool, Kit, with an arm around Chris' waist, was swimming slowly to the edge of the pool.

"Kit…" Chris said finally, sounding like he was going to cry.

"Shh…wait till we're out of the pool." Kit said soothingly.

Chris nodded, he held on tight to Kit as he swam to the pool's edge.

"Okay, Chris… Hold on to the edge—I won't let you fall in, I promise."

Chris obeyed his brother and grasped the edge of the pool and held on with both hands.

Kit let go of Chris, scooped down low in the pool, cupping his hands together under Chris' feet and boosted him up so that Chris could climb out of the pool easier. Kit then climbed out after him.

They both sat side-by-side at the pool's edge, Kit's arm around Chris' shoulder.

"Kit…I can't swim…" Chris said quietly, his head bowed in shame.

"I know…" Kit said softy, wrapping his other arm around Chris, giving him a comforting hug. "Was that your first time in a pool?"  
Chris nodded.

"Well, all you need is some swimming lessons and you'll be swimming with us in no time." Kit said encouragingly.

"Hey boys, having fun?" said a familiar voice.

They turned to see Mathew, wearing nothing but a pair of yellow swimming trunks.

"Yeah, Dad, except for Chris… he doesn't know how to swim." Kit explained.

Chris looked down at his knees, feeling embarrassed.

"Aw, don't worry, sports." Mathew said gently, scooping Chris up in his arms and hugging him. "All ya need is a few lessons and some practice, and you'll be swimming in no time."

"Can you teach me, Daddy?" Chris asked, with a very cute smile.

Mathew chuckles: "You bet your ailerons I can! ...Kit, why don't you go back to swimming with the guys while I give Chris a few lessons?"

"Okay, Dad." Kit said. He took off running to the edge of the pool, shouted: "Ya-hoo!" and jumped into the pool, splashing the Duck brothers, Mathew and Chris with water.

Mathew carried Chris to the kiddy pool and stepped in. He put Chris down in the water, which came up to Chris' chest, so there was no need to worry about drowning in here. Mathew was so tall; he had to stand on his knees in the pool. Now his and Chris' heads were leveled at the same height.

"Okay," Mathew said, ready to begin the lesson. "Here's what I want you to do: lay down on your tummy on top of the water."

Chris obeyed, lying down on his belly on top of the surface of the water, but he sank beneath the surface instead of floating. Mathew quickly placed a hand under Chris' belly and held him up.

"Relax your muscles, Chris, hold your body straight, and let it all loose…that's it."

Mathew removed his hand from Chris' belly to see if he could float on his own. Chris did not sink this time.

"Look, Chris…I'm not holding you, you're floating on your own!" Mathew said with pride in his voice.

Chris stood up and grinned real big at Mathew, looking very pleased with himself.

Half an hour later, Chris has mastered the floating basics, able to float on his front and back without sinking.

"Remember, it's all about balance, keep your balance and hold your body straight." Mathew said. "Now, let's try swimming."

He then demonstrates to Chris how to move through the water, using his arms and legs. And then Chris tried his hands at it, he sank a few time trying but he never gave up. He just kept trying while Mathew was offering words of encouragement, until he got it right.

"Good job, Chris! You did great!" Mathew said, beaming with pride at his son. "Now you're ready for the big pool."

Chris looked over at the big pool, looking a little scared, but then he looked back at his Dad and smiled.

"Would you stay with me while I'm in there?" he asked.

"Sure I will," Mathew said, he knew Chris just wanted to be on the safe side and have his Dad around just in case something happen that might cause him to panic and forget what he have been taught while in the dept of five feet.

Mathew and Chris both climbed out of the kiddy pool and walked over to the big pool. Mathew jumped in first, and then he lifted Chris off the edge of the pool and gently set him in the water.

When Chris felt that his feet were far from the bottom of the pool, he gasped and wrapped his arms around Mathew's neck.

"It's okay, Chris," Mathew said softy as he hugged Chris comfortingly. "I'll be right behind you, ready to catch you if you start to sink. But I believe that you can do it."

"Okay…" Chris said as his Dad slowly released him. He waves his arms and legs back and forth in the water as he has been taught. He did not sink! He was swimming! He tried moving around in the pool, but it was harder in deep water, he had trouble keeping his balance. Finally his arms got tired and he couldn't swim anymore and begin to sink. He panicked and begins fighting furiously to stay up. He didn't fight for long, he felt a big hand grasping his arm and holding him up.

"Are you alright, Chris?" Mathew asked, watching Chris cough with concern.

"Yeah, I'm fine, just tired." Chris said as he wrapped his arms around his Dad's neck. He looked out toward Kit and the Duck brothers as they played pool volleyball with a look of longing, he so wanted to play with them.

"Hey, you'll play with them soon." Mathew said, knowing full well where Chris was looking. "Like I said, you just need practice; no one flies like an ace on the first flight."

Chris thought for a moment, trying to grasp the meaning of his Dad's pilot talk.

"I meant no one can swim like a pro on the first try, you just gotta work at it." Mathew said, knowing that Chris was trying to figure out the meaning in his pilot language. He had to remind himself that this isn't Kit he was talking to, this is _Chris_, a totally different person. "But you do need a little break before you try again, I don't want you wearing yourself out."

"Okay, Daddy." Chris sighed and allowed his Dad to carry him to the edge of the pool where his Dad lifted him up and sat him on the edge of pool so he could rest his arms and legs.

"Why do you call me that?" Mathew asked, climbing out of the pool and sitting next to Chris.

"Call you what?" asked Chris, looking slightly puzzled.

"Well, you call me Daddy while Kit calls me Dad," Mathew explained. "I just wondered what's up with that?"

"Does it bother you?" asked Chris, looking a little sad

"No, it doesn't bother me," Mathew replied. "It's just…you know, you both call me different things."

Chris looked over the yonder, watching Kit play volleyball with the Duck brothers, seemed lost in thoughts, and then he looked up at Mathew again.

"I guess it's because…I'm still a little kid at heart," he said finally. "I'm nothing like Kit; I wasn't forced to grow up very young like he was. Sometimes I think he even forgets that he's still a kid himself. I just want to be the kid with a Daddy that'll care for me and love me, you know, a 'Daddy's boy'. I dream of that all my life, now that I have you, I just can't help acting a little childish in front of you, calling you Daddy and all."

Mathew just smiled and hugged Chris. "I understand and I got no problem with it. If you wanna be a Daddy's boy, that's fine. I missed out on most of your childhood anyway, so I don't mind you act a little childish, just be careful and not act _too_ childish."

"Okay Daddy, it's a deal." Chris said as he hugged his Dad around the neck.

"Mathew," said a voice.

They turned their heads to the side to see Mickey Mouse standing before them. He had abandoned his top hat and suit, he was now wearing clothes suitable for fighting and traveling, they were red and black with some white and yellow in them. He was also wearing a pair of big yellow shoes. He had a very serious expression on his face.

"Hey Mickey, what's up?" Mathew asked.

Mickey placed a finger to his lips. "Shh, that's secret. Meet me in the staff room in ten minutes. All I can say now is that we have a situation on our hands."

Having said that, Mickey dashed off, leaving the two bears to stare after him as he left the pool room.

**To be Continue…**

* * *

**Author's Note:  
**Whew! That was a lot to write! I hope you've enjoyed this chapter.  
If you're wondering about the clothes Mickey was wearing at the end of the chapter, that's his Kingdom Hearts outfit. I'll start on the next chapter as soon as possible. :D


	17. Chapter 17

**Disclaimer: I do not own TaleSpin or any of the Disney Afternoon.**

**Chapter Seventeen **

In the huge chamber of a staff room, the people inside were buzzing with talk. Scrooge McDuck and Shere Khan were engaged in a business discussion.

"So, you see, you keep the mine and I'll take the diamonds." Scrooge was saying, looking a little greedy.

"Mr. McDuck, I'm afraid I do not see any benefits in it for me." Shere Khan said, sounding rather dull and devoid of emotion as always. "Let's say for a moment that I give you my diamonds…what will I get in return?"

"Uh, well… how about I give you a million dollars for 'em?" asked Scrooge, determined to strike a deal with Shere Khan, the only businessman equal in wealth as him.

"Let me see if I understand you correctly…" Shere Khan said, flexing his clawed fingers. "You want me to sell you five billion dollars worth of diamonds for a mere one million dollars?

"So I guess that's a no…" Scrooge sighed in defeat.

"Indeed." Khan affirmed.

In the other corner, Darkwing and Gizmo Duck were arguing about their crime-fighting styles, each disagrees with the other's methods

"I'm telling you, Darkwing, no one trusts a masked man, so why do you wear that mask anyway?" Gizmo was saying.

"Because," Darkwing said in a mysterious voice. "There's nothing so terrifying to criminal mind then the unknown. Beside, why do you wear the bucket on your head? Got something to hide from your adoring fans?"

"Don't you?" asked Gizmo through gritted teeth, he hated Darkwing's witty comebacks.

"Hardly, but still, I wear this mask so I can fight crimes and keep my family safe." Darkwing said. "If anyone saw the real me, my family would be in danger." He was thinking of Gosalyn as he was saying this.

"Oh yeah?" Gizmo said, sounding like a child, determined to win an argument. "I wear this helmet to protect my mother in a trailer park! –oops…"

Darkwing smirked in triumph "At least I'm better at keeping secrets then you are…"

Gizmo just grumbled and drummed his fingers on the table at that.

"Now, now you two." Mathew just walked in and placed a hand on their shoulders and pushed them apart. "Must you act like kids every time we get together for a meeting? I swear, my _twelve_-year-old sons are better behaved then you two."

"I dunno, mate." Monterey Jack said doubtfully. "Chip 'n Dale can be a bit more childish then those two at times."

Slightly offended, Chip and Dale glared at Monterey Jack from their seats at that.

"Now, now, fellahs. Let's not get into any fightin' now, ah-yuck!" Goofy appeared in the room with Donald Duck at his side.

"Yeah!" Donald agreed. "Anyone who starts a fight will have to deal with me!"

They all went silence; no one dares mess with Donald, as his violent temper can do a lot of damage to their physical well-being.

"That's better!" Donald grinned in satisfaction as he and Goofy took their seats at the round table.

In the highest chair, sat Mickey Mouse. He looked down at them all with a smile.

"Hi-ya fellas!" He greeted them. "Before we get this meeting on the road, I'd like to introduce you to a newest member of the Organization Phoenix, say hello to... Baloo."

Baloo walked into the room, looking slightly embarrassed but waved at them all

"Ah, Baloo," purred Shere Khan. "So glad you could join us."

"Thanks, Khany." Baloo smiled as he walked around the table and took his seat next to Mathew. "Good ta be here."

"Hey Baloo," Mathew said, grinning at his friend. "So…what made you decide to join the Organization?"

"I just thought I could be useful to you guys." Baloo replied with a shrug, and then his face darkened. "Beside, I wanna tear that NegaDuck limb from limb fer what he did ta Kit." He growled, punching his palm. Even though Kit wasn't at all injured from his encounter with NegaDuck and the Air Pirates, to Baloo, no one should scare his navigator with a chainsaw and live to tell the tale. Yes, Baloo is _that_ protective of Kit.

"Same here, Baloo, same here…" Mathew nodded in approval. He couldn't help but admire Baloo for his willingness to do anything for Kit and for the fact that he was very protective of Kit, both him and Chris.

"Now then!" Mickey exclaimed, attracting the attention of everyone in the room onto himself. He raised a remote control and pointed it at the wall behind his chair. A gigantic screen came to life and showed a picture of Magica De Spell.

"Magica De Spell!" Scrooge exclaimed in outrage, holding his cane aloft. "What's that she-devil up to this time?!"

Baloo glanced sideway at Mathew and saw that his friend was looking up at Magica De Spell with a solemn expression. Mathew was recalling his last encounter with her…

—**Mathew's Flashback— **

Mathew punched the last of the Beagle Boys and the Beagle Boy in question collapsed backward unto the pile of his unconscious fellows. Earning cheers and applause from the then eight-year-old Huey, Dewey and Louie, exclaiming things like 'Yay, Mathew!' 'You did it!' or "Way to go!"

"Good going, lad." Scrooge said, clapping Mathew on the back. "Now, let's go get my Number-One Dime back."

"You fools!" yelled a voice. In a cloud of black and purple smoke, Magica De Spell appeared. "Soon, I will be the most powerful sorceress in the world and there's nothing you can do to stop me!" She raised the Number-One Dime in her hand, chanted a spell and aimed it for Mathew. "You shall be a frog!" a bolt of lightning shot out of the tips of her fingers and went straight for Mathew.

Mathew reacted instantly. He cartwheeled sideways and narrowly avoided the spell, he felt it whizzed pass his left ear. He quickly pulled out his gas gun (his gift from Darkwing Duck) and fired a yellow canister, which hit the floor and erupted blue smoke that filled the chamber.

Magica covered her mouth, coughing. "I'll get you for this! Where are you?! Show yourself!" She then felt the Dime leave her hand as it was snatched from her.

"Excuse me, but do you mind if I hold on to this?" Mathew's voice spoke from the mist of the smoke. It was in a mocked polite sort of voice.

Magica narrowed her eyes, trying to see through the thick fog of smoke. When the smoke cleared, Mathew stood in front her, smirking and holding the Dime between his index finger and thumb.

"GIVE THAT BACK!" Magica yelled, launching herself at Mathew but Mathew sidestepped out of her way and she flew past the spot where Mathew was standing an instant before and went rolling down the stairs, all ten floors down, her voice growing fainter and fainter as she went down, down, down. "Curse you—Oof—Cloudkicker!—Oof, oof— I'll be back!—Ohh, that's gonna hurt in the morning…"

"Way to go, lad!" Scrooge yelled joyfully, snatching his precious Dime out of Mathew's hand and cuddling it as though it were his first-born son. "Oh, thank you for getting back me Dime."

"You're welcome…I think…" Mathew scratched his head, looking slightly puzzled. He could not see what was so special about that Dime, it looked like an ordinary dime. Then he grinned, knowing that this going to ruin Scrooge's good mood. "Now, about my pay…"

"Ohh…" Scrooge groaned despairingly. "I was afraid you were going to ask that…Oh, very well, I suppose it's for a good cause. After all, finding your lost son is far more important then me being the richest duck in the world."

"I hope you find him." Louie said, looking up at Mathew as they were leaving the chamber.

"And when you do, we promise that we'll be his friends!" Dewey said, punching the air.

"Yeah, we'll have lots of fun together!" Huey added.

"Thanks boys." Mathew smiled at the three little ducklings. "When I find him, I'll be sure to visit you guys so that you can meet him."

"YAY!" The three Duck brothers cheered.

They walked down all ten floors of the tower and on the landing; they purposely stepped on a very battered Magica De Spell, who lay sprawled on the bottom step.

Mathew flew them back to Duckburg in the plane that Launchpad usually pilots. Apparently, the pervious crash-landing was the final straw for Scrooge, who had screamed "YOU'LL NEVER FLY ANOTHER McDUCK PLANE AGAIN!" Mathew had met Launchpad in St. Canard prior to coming to Duckburg. The rookie pilot managed to get a job as Darkwing Duck's sidekick and last he heard, Launchpad still have trouble with reverse and park in a car or motorcycle.

Mathew had needed the money for food and fuel for his plane so he could continue his search for his lost son, Kit. (This was, of course, before he discovered that he had another son, which is Chris.) So he took various pilot jobs along the way and flying for Scrooge McDuck was his most recent job.

When they landed, Scrooge commented Mathew's superb landing, saying it was a hundred times better then Launchpad's and it felt very smooth, contrary to the crash-landings he'd been though.

They got off the plane and very reluctantly, Scrooge paid Mathew a hundred thousand dollars in cash.

The Duck brothers observed the plane Mathew owned and thought he deserved better then this rusty old gray plane. It looked like it had been through a lot of stress from Mathew's fancy aerial stunts and from flying in thunderstorms. They knew he needed a plane designed to handle a lot of stress and pressure in the air.

"Mathew, maybe you'd better get a new plane with the money you got from Unca Scrooge." Dewey suggested.

"Aye lad, it doesn't look like this plane can handle another flight." Scrooge said, agreeing with his great-nephew after looking the plane up and down. "Best get a new plane."

"Do they have any planes for sale around here?" Mathew asked.

"Hmm, there's a place called Pete's Used Planes," Scrooge suggested. "Perhaps you could get a good one cheap."

Mathew doubted it. However, he always hated the plane he got anyway, but at the time it was the only thing to an aircraft he could afford, so he decided any used planes would be better then this piece of junk.

He turned around for one last look at his old plane. It kind of looked like the nineteen-thirties' version of the Beachcraft Baron Fifty-Five. It was all gray and worn-looking. Then all of a sudden, the propeller on the left engine fell off and hit the ground.

"Now I defiantly need a new plane." Mathew said, staring wide-eyed at the propeller lying on the ground. He was grounded unless he could buy or rent a plane.

Scrooge and his grand-nephews led Mathew to the used plane lot called Pete's Used Planes.

An enormous, fat black cat was standing up on a stage, yelling to passersby, trying to attract their attention.

"Step right up to Pete's Used Planes, where I'll sell you the best used planes money can buy!"

"I highly doubt that…" Mathew muttered, but only Scrooge heard him.

"Why?" Scrooge asked.

"Because these planes are a rip off! I mean, look at 'em!" Mathew pointed to all the planes Pete had lined up, some of them looked just as rusty and worn as his old plane, one of them was even worse off then the rest of them. "Do you honestly believe any of those planes would fly?"

"No…I do not." Scrooge replied, after a careful scanning of all the planes.

"Hey, you there!" Pete yelled out, pointing at Mathew. "You look like a decent pilot. Wanna buy a plane?"

"No." Mathew said flatly. Pete appeared startled that he was being turned down so quickly. "They can't even fly."

"What? Why, of course they can fly!" Pete insisted.

"Show me then." Mathew challenged the plane salesman.

Pete sighed in defeat; he'd rather not crash just after take off.

"Okay, ya caught me." Pete confessed. "These planes can't even fly an inch off the ground…"

Mathew, Scrooge and the three Duck brothers gave Pete a look of disapproval and turned to leave.

"Wait, don't leave yet!" Pete yelled after them.

Mathew turned to look at him with a frown.

"Unless you got one of the Conwing series or any plane that can actually fly, I'm not interested." Mathew told him firmly. He was often a tough customer. He turned his back on Pete and started walking away.

"A Conwing, eh?" Pete said, rubbing his chin. "Say, would you be interested in this Conwing L-sixteen I got in the garage?"

"Huh…?" Mathew stopped in his tracks. "What?!" he gasped, turning to stare at Pete. "A Conwing L-sixteen?! Y-you got a Conwing L-sixteen, in a dump like this?!"

"Hey, I resent that!" Pete growled, clearly offended by Mathew referring to his used plane lot as a dump, but manages to push his resentment aside for the sake of business. "Yes, a Conwing L-sixteen, it's the best plane I have on the market. The previous owner broke his leg and that leg grounded him for life, so he gave me his Conwing L-sixteen to sell. It's been used but still practically brand-new."

"Mathew, is that a good or a bad plane?" Huey inquired.

"It's a good plane…an extremely good plane." Mathew said, hardly daring to believe his good luck. "It can fly really well, able handle my kind of flying with ease and there's only three Conwing L-sixteen's in existence."

"Well? What are you waiting for? I haven't got all day, ya know," called an impatient Pete. "Are you interested or not?"

"Yes, the Conwing L-sixteen caught my interest."

"Very well, then…follow me." Pete led the way to the garage; he went inside and drove the plane out.

It was the most beautiful plane Mathew had ever seen and was easily the best plane Pete had to offer. It was fire engine red with gold flaps and ailerons and gold behind the black propellers. It also had flames painted on the sides and on wings.

"Wow…" Mathew exclaimed; staring fixedly at the plane as it rolled out of the garage as Pete drove it out.

The door to the pilot seat opened and Pete climbed out.

"She's a beauty, eh?" Pete said, walking over to Mathew and patting him on the back. "And what's so special about her is, she's practically brand new, only been flown a few times before the owner broke his leg."

"I'll take it!" Mathew said without a second thought, in truth, he always wanted a Conwing L-sixteen, but never thought he'd be able to get one since it was so rare – three of them in existence

"You will?" Pete sounded a little surprised. "I mean, of course you will! Now about the price, it's cheaper then it would be if it were being sold to you by a plane factory, I think a plane like this one would cost a million dollars, but for you, I'll break it down to fifty grand."

He must have been desperate to sell something if he was willing to sell a plane for a price below its' actual value.

"Okay, what's wrong with it?" demanded a skeptical Scrooge. "What's the catch? A plane like this, being practically brand new would cost much more then that!"

"Why are you questioning my generosity?" asked Pete, looking hurt.

"Generosity? Blah, humbug! It's a scam!" Scrooge accused, waving his cane in the air threateningly at Pete.

"I'm not so sure about that…" Mathew said before he started walking around plane, doing the preflight check-ups on it. Then he climbed up on one of the wings to check the engines. "It's in perfect condition." He confirmed as he climbed back down. "Although I'll need to get different engines for it, these are okay but not good on speed. Two Superflight One-hundreds would do."

"There, you see!" Pete said to Scrooge. "Told ya it wasn't a scam."

"You never said anything of the sort!" Scrooge snapped at him. "But I suppose I do owe you an apology for saying that it was a scam."

Mathew walked over to Pete and handed him forty-five thousand dollars.

"Hey! What gives? I said fifty grand." Pete cried after he counted the money. "You're five hundred short, pal."

"No, I'm not." Mathew turned to look at Pete with a grin. "You see, a trade-in sometimes cut the price down a little bit."

"What trade-in?"

"For my old plane, of course." Mathew pointed out his old plane. "I figured it's worth five hundred dollars. This shouldn't be a problem for you because you have planes in worse shape then that in your lot."

Pete looked madder then a hornet for a moment, then he clasped a palm to his face in self-disgust. Then he walked away, grumbling, shoving the deed and keys to the plane into Mathew's hand as he past.

"Well, I guess you must be going." Scrooge said as he shook hands with Mathew.

"Yes, I gotta find my son." Mathew said with a face of determination

"I hope you find him, so that we can play with him sometime!" Louie said

"Thanks guys; and I promise to visit so that you can meet him when I find him." Mathew said as bent down and hugged all three of them.

"Fly safely," Dewey said.

"I will." Mathew straightened up.

"Now lad…" Scrooge said with a glance at the red plane. "This plane is very well-made, it can handle serve weathers and stress, which means you can fly fancy without stressing your plane out so much."

"I know… that's why I wanted a Conwing L-sixteen in the first place." Mathew grinned. "Well I'd best be off, bye boys."

He waved a hand in farewell, and then he opened the door to the cockpit and climbed in.

"Hey, baby…" He said as he sat in the pilot seat, gently patting the flight stick in front of him. "I'm your new owner and you're going to help me find my son... Now all you need is a name…let's see, red with flames… I'll call you the _Phoenix._"

He started the engines and took off at full throttle, leaving Scrooge and the three eight-year-old Duck brothers waving on the ground. He flew around in the air, skywriting a message for them:

**SEE YA LATER**

And then the _Phoenix_ disappeared from view over the horizon.

—**End of Mathew's Flashback**—

"Matt...? Hey, Matt, earth ta Matt!" Baloo waved a hand in front of Mathew's face.

"Huh—what—where?" Mathew said, looking a little dazed and confused.

"You were out of it, man." Baloo told him.

"I was?" Mathew placed a palm on his forehead. "Oh, I was thinking about Magica and how we met."

Baloo nodded in understanding and he and Mathew turned their attention to Mickey, who was still speaking.

"…And she created an army of dark monsters called Shadow Creatures…" Mickey was saying. "So far, no weapon had worked against them."

"WAK!" squawked Donald. "How are we supposed to fight them?"

"Light." Scrooge replied, looking gravely serious. "If the Shadow Creatures are anything like Magica's shadow was; a bright light will destroy them."

"Unfortunately, even light had been useless against them." Mickey said sadly, but then he brighten up. "But not to worry, I found the solution!"

Mickey stretched out his hand and a bright white light shone around his arm and then a sword with a golden blade appeared in his hand. Everyone gasped and stared in awe at the sword which had magically appeared in Mickey's hand.

"Neat, huh?" Mickey said as he slashed at the air once before dismissing his sword, which vanished from his hand with a sparkle of light. "That is called a Disneyblade. Light may be useless against them, but the _power_ of light might work. The Disneyblades have the power of light inside them,"

"And how many of them do we have?" asked Shere Khan, who was sitting on Mickey's right.

"Well, I've only been able to create seven Disneyblades." Mickey replied. "And they choose their own wielders, so if they choose your love ones, such as your children, I can't do anything about it. I don't even know if they have an age restriction on which wielder they choose."

"They'd better have." Darkwing mutters. "I'd hate to have Gosalyn fight those monsters."

"And the boys – Huey, Dewey and Louie." Scrooge added.

"Yeah!" Donald agreed

"And my sons, Kit and Chris." Mathew put in.

"Or Maxie." Goofy said, looking a little scared at the thought.

"Dad…" Max whined while looking embarrassed. "I'm not your little boy anymore! I'm fifteen! I can handle myself."

Mickey sighed in sadness as the group continued naming their love ones and children_. I knew I should've looked to see if I could've put an age restriction spell on those Disneyblades… _

"Listen, fellas." Mickey said, trying to restore calm. "I can't promise the Disneyblades won't choose your love ones and children, but I can reassure you that the Disneyblades won't choose just anyone. It will seek out a master whose skills and abilities are best suited for it."

Those words made everyone feel a little bit better…

Meanwhile, in the boys' room, Chris was looking up airplanes on the computer with _loads_ of help from Dewey. Actually, Dewey did all the searching for him and all he had to do was look at the many different planes on Google Image.

"Chris, how come you like planes so much?" Dewey asked.

Chris shrugged. "I dunno, I just do."

"Well, I find it kind of odd that someone with acrophobia like plane." Dewey said.

Chris bowed his head, as if ashamed of himself.

"Sorry," Dewey said quickly with a hand on Chris' shoulder. "Didn't mean to make you feel bad…"

Kit, who was standing behind Chris' seat, suddenly smiled as an idea popped to mind.

"Chris," Kit addressed his brother in a soft voice while placing a comforting hand on Chris' upper back. "Can you remember when you first found out you were acrophobic?"

"Yes, but I don't like to think about it." Chris muttered.

Kit pulled Chris out of the chair and guided him over to the bunk beds they claimed for themselves. Chris got the lower bunk while Kit got the top bunk.

Kit laid Chris down on his back in bed, and then he drew up a chair and sat down on it next to Chris' bed. Pencil and notebook at the ready, acting like a counselor.

"Now Chris, you know you can tell me anything, right?" Kit asked. "Anything at all, I won't judge you or think any less of you, no matter what."

Chris nodded.

"Is it too crowded in here or are you fine with Huey, Dewey and Louie here"

Chris looked around with his head still on his pillow. He eyed the Duck brothers for a moment, and then he looked back at Kit.

"It's too crowded in here." He saw what Kit had in mind and thought it may be hard for him to open up to Kit with other people around them.

Kit smiled an understanding smile as he waved dismissively to the Duck brothers and they left without questions.

"Okay, Chris, we're alone now." Kit said as Louie, being the last to leave, closed the door. "Do you think you can tell me about the first time you found out you were acrophobic?" He put his pencil to his notebook, ready to write everything Chris about to say.

"I…I…" Chris was having trouble getting word out, not because he didn't trust Kit, on the contrary, he would trust Kit with his life. No, he has trouble getting the words out because it's not one of his fond memories, one that he had no desire at all to relive.

"It's okay, Chris." Kit said soothingly, patting Chris' arm. "Just take your time."

Chris took a deep, steadying breath before he went into the story of how he was bullied daily in the orphanage and how they tied him to a flag pole and reeled him up to the top, and it was then that he discovered that he was acrophobic. By the time he finished, Kit was shaking with rage and the point of his pencil snapped on the paper.

_How dare they treat my brother like that! Chris didn't deserve any of that!_

He looked over at Chris with sympathy, putting his notebook aside; he moved over to Chris' side, leaned over Chris and hugged him.

Chris wrapped his arms around Kit's neck and whimpered a little.

"It's okay, Chris, it's okay." Kit whispered in his brother's ear and Chris' whimpers subsided. "Is that why you're scared of heights? Because it reminded you of being tied to a flag pole?"

"No…" Chris said slowly. "I really don't know where this phobia came from, that's just when I found out I had it."

"Maybe it's a trait from somewhere in the family." Kit suggested as he stood up and sat back down in his char.

"Well…I know I didn't get it from Daddy." Chris said.

"And I don't think you got it from our Mom either." Kit thought for a moment, and then he looked back at Chris. "Chris, I'm willing to help you conquer your fear of heights, it will take some time but I believe we can do it if we work together."

"Okay…what do you want me to do?" asked Chris.

Kit stood up and motioned for Chris to get up and come forward. Chris got up out of the bottom bunk and walked over to Kit.

"Now," Kit said, gripping Chris' arm gently. "I want you to stand up on this chair." He helped Chris stepped up onto the chair.

"N-n-now what?" Chris asked nervously with a look of dread on his face, staring down at the floor.

"Relax, I'm not gonna let you fall." Kit said softy. "If you do fall, I'll catch you, I promise." Chris stood up straight, shut his eyes tight and his face begin twisting. "Chris, relax. Nothing is going to happen to you."

Chris opened his eyes and looked down at Kit with a sad expression.

"I'm sorry, Kit," he whimpered. "But I can't even stand being a few feet off the ground."

"I know, Chris, but you gotta be brave." Kit said soothingly. "Eventually, you're gonna have to go up in a tall building and I know it would be humiliating to have a panic attack in front of other people on the upper floors. And besides that, Dad's a pilot and there will come a time when you'll have to go with him in the _Phoenix_."

There was a pause, and then Chris sighed

"Okay, Kit…I'll try." He said with an expression of determination.

Meanwhile, in a dark shadowy room that appeared to be decorated for Halloween, Darkwing's girlfriend, Morgana Macawber, was watching the two Cloudkicker brothers in her crystal ball. The crystal ball then zoomed closer to Chris' face.

"Oh, the poor darling." Morgana said with sympathy. "He's trying so hard to conquer his fear of heights, but it'll take more then standing on chairs to do it and I got just the thing."

She waved her hand and a book of spells appeared and hovered in front of her.

"Let's see, do you have any spells to cure acrophobia?" she asked the book.

In response, the book magically opened itself and flipped its' own pages to the Acrophobia Cure.

"Ah, yes, here we go." Morgana said, pointing a finger at the spell. "Yes…okay, got it!" She dismissed the book and it vanished. She turned her attention to the crystal ball which still displays Chris' face. She raised her arms up high, chanted a spell and casted it upon the crystal ball.

Back in the boys' room, Chris suddenly stood up straight as a board, his outlines glowing in a white aura for a moment and then the aura faded.

Chris stared at the floor with no fear or nervousness, suddenly he felt really stupid and embarrassed for worrying so much about just standing on a chair.

He rubbed his head for a moment and then he hopped down from the chair.

"Wow, Kit…your treatment worked!" Chris said happily. "I'm not afraid of heights anymore."

Kit, who was busy making peanut butter and jelly sandwiches, stopped what he was doing and turned to look at Chris.

"Treatment? What treatment? We haven't got to the treatments yet." Kit said, looking a little confused.

"Well, whatever you did, it worked!" Chris said as he approached Kit and hugged him. "Is that for me?" he asked as he grabbed a sandwich and ate it.

"Y-yeah…help yourself…" Kit said numbly, puzzling over what just happened. Then he decided to test Chris. "Chris," he addressed his brother as he finished the sandwich with a little peanut butter around his lips. "Go lay down on my bed for a minute."

"Okay, Kit." Chris said cheerfully. He was happy to be free of acrophobia and now he get to show Kit that he's not afraid anymore.

He walked over to the bunk beds and climbed the top bunk with ease. To really display his lack of acrophobia, he sat on the edge of the top bunk and swings his legs back and fort.

"Wow, Chris…your phobia really is gone!" Kit exclaimed, sounding both surprised and happy. "This is a great!" He climbed up to the top bunk, sat beside his brother and gave him a hug. "Wait till we tell Huey, Dewey and Louie about this, they'll be shocked like I was."

Back in Morgana's room, Morgana smile, happy to have helped the adorable blue-eyed bear cub.

"Aw, he's even cuter when he's happy." Morgana cooed, she waved a hand, causing the crystal ball to go blank. "Now to get ready for my date with Dark darling." And she was off, magically fixing her hair and make-up.

* * *

**Author's Note: WOO! That was a long one! I hope you guys enjoyed this chapter. **

**Pete appeared in this chapter and he's dressed like his Goof Troop counterpart but he's more like his A Goofy Movie counterpart, with black fur all over his body. **

**Please stay tuned for the next chapter!**


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